Common use of No Burdensome Agreements Clause in Contracts

No Burdensome Agreements. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, directly or indirectly, (a) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Borrower or Subsidiary to pay dividends or make any other distribution on any of such Borrower’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to any Borrower or any other Borrower, or to make loans or advances to any Borrower, or to transfer any of the Property of such Subsidiary to any Borrower, or (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Term Agent, whether now owned or hereafter acquired; provided that the foregoing in this Section 5.15 shall not apply to restrictions and conditions (i) imposed by Requirements of Law, (ii) imposed by the Loan Documents, (iii) that are customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted by the terms of this Agreement, (iv) with respect to clause (b), imposed by any agreement relating to secured Indebtedness (including Capital Lease Obligations) permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) with respect to clause (b), that are customary provisions in leases restricting the assignment thereof.

No Burdensome Agreements. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, directly or indirectly, (a) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Borrower or Subsidiary to pay dividends or make any other distribution on any of such Borrower’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to any Borrower or any other Borrower, or to make loans or advances to any Borrower, or to transfer any of the Property of such Subsidiary to any Borrower, or (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Term Agent, whether now owned or hereafter acquired; provided that the foregoing in this Section 5.15 shall not apply to restrictions and conditions (i) imposed by Requirements of Law, (ii) imposed by the Loan Documents, the Second Lien Loan Documents or the Preferred Stock Articles, (iii) that are customary restrictions and conditions contained in agreements relating to the sale of assets or of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted by the terms of this Agreement, (iv) with respect to clause (b), imposed by any agreement relating to secured Indebtedness (including Capital Lease Obligations) permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) with respect to clause (b), that are customary provisions in leases restricting the assignment thereof.

No Burdensome Agreements. No Borrower shallNeither the Borrower, and no Borrower shall suffer or permit nor any of its Subsidiaries toRestricted Subsidiaries, directly or indirectly, (a) create or otherwise cause or suffer to exist or become effective is bound by any consensual restriction or encumbrance of any kind on Contractual Obligation that limits the ability of any Borrower or Restricted Subsidiary to pay dividends or make other payments or distributions to the Borrower or any other distribution on any of such Borrower’s or Subsidiary’s Stock or Stock Equivalents Restricted Subsidiary or to otherwise transfer property to the Borrower or any Restricted Subsidiary; provided that any such Contractual Obligation of a Person existing at the time such Person is merged with or into or consolidated with or acquired, or existing at the time of the acquisition of assets that are subject to such a Contractual Obligation, shall be permitted so long as such Contractual Obligation was not entered into in contemplation of, and was in existence prior to such merger, consolidation or acquisition and does not extend to any assets other than those acquired or the assets of the Person merged into or consolidated that were subject to such Contractual Obligation prior to such merger, consolidation or acquisition. No Holding Company Unrestricted MLP Subsidiary is bound by any Contractual Obligation that limits the ability of any Holding Company Unrestricted MLP Subsidiary to pay fees, including management fees, dividends or make other payments and or distributions to the owners of equity interests in such Holding Company Unrestricted MLP Subsidiary in any Borrower or any other Borrower, or to make loans or advances to any Borrower, or to transfer any manner that is more restrictive than those existing and in effect as of the Property of such Subsidiary to any Borrower, or (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Term Agent, whether now owned or hereafter acquiredClosing Date as described on Schedule 5.17; provided that the foregoing in this Section 5.15 issuance by an MLP of limited partnership interests with preferential distribution rights shall not apply be deemed to restrictions and conditions (i) imposed by Requirements of Law, (ii) imposed by the Loan Documents, (iii) that are customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted by the terms of violate this Agreement, (iv) with respect to clause (b), imposed by any agreement relating to secured Indebtedness (including Capital Lease Obligations) permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) with respect to clause (b), that are customary provisions in leases restricting the assignment thereofprovision.

No Burdensome Agreements. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, directly or indirectly, (a) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Borrower or Subsidiary to pay dividends or make any other distribution on any of such Borrower’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to any Borrower or any other Borrower, or to make loans or advances to any Borrower, or to transfer any of the Property of such Subsidiary to any Borrower, or (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Term Agent, whether now owned or hereafter acquired; provided that the foregoing in this Section 5.15 shall not apply to restrictions and conditions (i) imposed by Requirements of Law, (ii) imposed by the Loan Documents, (iii) that are customary restrictions and conditions contained in agreements relating to the sale of assets or of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted by the terms of this Agreement, (iv) with respect to clause (b), imposed by any agreement relating to secured Indebtedness (including Capital Lease Obligations) permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) with respect to clause (b), that are customary provisions in leases restricting the assignment thereof.

No Burdensome Agreements. No Borrower shallNeither the Borrower, and no Borrower shall suffer or permit nor any of its Restricted Subsidiaries to, directly is bound by any Contractual Obligation (other than this Agreement or indirectly, (aany other Loan Document) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on that limits the ability of any Borrower or Restricted Subsidiary to pay dividends or make other payments or distributions to the Borrower or any other distribution on any of such Borrower’s or Subsidiary’s Stock or Stock Equivalents Restricted Subsidiary or to otherwise transfer property to the Borrower or any Restricted Subsidiary. No Unrestricted MLP Subsidiary is bound by any Contractual Obligation that limits the ability of any Unrestricted MLP Subsidiary to pay fees, including management fees, dividends or make other payments and or distributions to the owners of equity interests in such Unrestricted MLP Subsidiary in any Borrower or any other Borrower, or to make loans or advances to any Borrower, or to transfer any manner that is more restrictive than those existing and in effect as of the Property of such Subsidiary to any Borrower, or (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Term Agent, whether now owned or hereafter acquiredFifth Amendment Effective Date; provided that any such Contractual Obligation of a Person existing at the foregoing in this Section 5.15 shall not apply to restrictions and conditions (i) imposed time such Person is merged with or into or consolidated with or acquired by Requirements any Unrestricted MLP Subsidiary or existing at the time of Law, (ii) imposed the acquisition of assets by the Loan Documents, (iii) an Unrestricted MLP Subsidiary that are customary restrictions subject to such a Contractual Obligation shall be permitted and conditions contained not be deemed to violate this provision, so long as such Contractual Obligations were not entered in agreements relating contemplation of, and were in existence prior to, such merger, consolidation or acquisition and do not extend to any assets other than those acquired directly or the sale assets of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Person merged into or consolidated with the Unrestricted MLP Subsidiary that is were subject to such Contractual Restriction prior to such merger, consolidation or acquisition; and provided further that any such Contractual Obligation of an Unrestricted MLP Project Financing Subsidiary shall be sold permitted and not be deemed to violate this provision, so long as such sale is Contractual Obligations are permitted by the terms organizational documents and other Contractual Obligations of the MLP Project Financing Subsidiary’s Parent; and provided further that the issuance by an MLP of limited partnership interests with preferential distribution rights shall not be deemed to violate this Agreement, (iv) with respect to clause (b), imposed by any agreement relating to secured Indebtedness (including Capital Lease Obligations) permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) with respect to clause (b), that are customary provisions in leases restricting the assignment thereofprovision.