Common use of No Restrictions on Subsidiary Distributions to Borrower or Other Subsidiaries Clause in Contracts

No Restrictions on Subsidiary Distributions to Borrower or Other Subsidiaries. Borrower will not, and will not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Borrower or any other Subsidiary of Borrower, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (iii) make loans or advances to Borrower or any other Subsidiary of Borrower, or (iv) transfer any of its property or assets to Borrower or any other Subsidiary of Borrower, except (a) as provided in this Agreement, (b), as to transfers of assets, as may be provided in an agreement with respect to a sale of such assets, (c) customary non-assignment provisions contained in licenses, leases, sublicenses and subleases or other agreements entered into by Borrower or such Subsidiary in the ordinary course of business, (d) restrictions contained in the terms of any Indebtedness of Foreign Subsidiaries permitted pursuant to subsection 7.1(viii) so long as such restriction applies only in the event of a default in such Indebtedness, and (e) restrictions on transfer of ownership interests in Joint Ventures.

No Restrictions on Subsidiary Distributions to Borrower or Other Subsidiaries. Except as provided herein and in the Senior Subordinated Note Indenture or as set forth on Schedule 7.2D, Borrower will not, and will not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock 's capital stock owned by Borrower or any EXECUTION 103 other Subsidiary of Borrower, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (iii) make loans or advances to Borrower or any other Subsidiary of Borrower, or (iv) transfer any of its property or assets to Borrower or any other Subsidiary of Borrower, except (a) as provided in this Agreement, (b), as to transfers of assets, as may be provided in an agreement with respect to a sale of such assets, (c) customary non-assignment provisions contained in licenses, leases, sublicenses and subleases encumbrances or other agreements entered into by Borrower or such Subsidiary in the ordinary course of business, (d) restrictions contained in the terms of any agreements relating to Indebtedness of Foreign Subsidiaries acquired after the date hereof in a Permitted Acquisition; provided that such Indebtedness is permitted pursuant to subsection 7.1(viii7.1(v) so long as and such restriction applies only in encumbrances or restrictions relate solely to the event property or assets of a default in such Indebtedness, and (e) restrictions on transfer of ownership interests in Joint VenturesSubsidiary.

No Restrictions on Subsidiary Distributions to Borrower or Other Subsidiaries. Except as provided herein and in the other Loan Documents and the Refinancing Debt Documents, Borrower will not, and will not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock 's capital stock owned by Borrower or any other Subsidiary of Borrower, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (iii) make loans or advances to Borrower or any other Subsidiary of Borrower, or (iv) transfer any of its property or assets to Borrower or any other Subsidiary of Borrower, Borrower except (a) as otherwise provided in this Agreementsubsection 7.2C, (b), as to transfers of assets, as may be provided in an agreement each case other than restrictions with respect to a sale of Subsidiary pursuant to an agreement relating to any Indebtedness issued by such assets, (c) customary non-assignment provisions contained in licenses, leases, sublicenses and subleases Subsidiary on or other agreements entered into prior to the date which such Subsidiary became a Subsidiary or was acquired by Borrower or any of its Subsidiaries (other than Indebtedness issued in contemplation of such event or as consideration in, or to provide any funds utilized to consummate, the transactions pursuant to which such Subsidiary in became a Subsidiary or was acquired by the ordinary course of business, (d) restrictions contained in the terms of any Indebtedness of Foreign Subsidiaries permitted pursuant to subsection 7.1(viii) so long as such restriction applies only in the event of a default in such Indebtedness, and (e) restrictions on transfer of ownership interests in Joint VenturesBorrower).

No Restrictions on Subsidiary Distributions to Borrower or Other Subsidiaries. Borrower Except as provided herein, or in any Senior Guaranteed Note Document, Subordinated Note Document or Bridge Financing Document, Parent will not, and will not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary of Borrower to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock 's capital stock owned by Borrower or any other Subsidiary of Borrower, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (iii) make loans or advances to Borrower or any other Subsidiary of Borrower, or (iv) transfer any of its property or assets to Borrower or any other Subsidiary of Borrower, except other than encumbrances and restrictions arising under (ai) as provided in this Agreementapplicable law, (b), as to transfers of assets, as may be provided in an agreement with respect to a sale of such assets, (cii) customary non-provisions restricting subletting or assignment provisions contained in licenses, leases, sublicenses and subleases or other agreements entered into by of any lease governing a leasehold interest of Borrower or such Subsidiary in the ordinary course any of business, (d) restrictions contained in the terms of any Indebtedness of Foreign Subsidiaries permitted pursuant to subsection 7.1(viii) so long as such restriction applies only in the event of a default in such Indebtednessits Subsidiaries, and (eiii) customary restrictions on transfer dispositions of ownership real property interests found in Joint Venturesreciprocal easement agreements of Borrower or any of its Subsidiaries.

No Restrictions on Subsidiary Distributions to Borrower or Other Subsidiaries. Except as provided herein or in the Subordinated Note Indentures or in any other agreement evidencing Subordinated Indebtedness and containing similar terms to the Subordinated Note Indentures, Borrower will not, and will not permit any of its Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to (i) pay dividends or make any other distributions on any of such Restricted Subsidiary’s Capital Stock owned by Borrower or any other Restricted Subsidiary of Borrower, (ii) repay or prepay any Indebtedness owed by such Restricted Subsidiary to Borrower or any other Restricted Subsidiary of Borrower, (iii) make loans or advances to Borrower or any other Restricted Subsidiary of Borrower, or (iv) otherwise transfer any of its property or assets to Borrower or any other Restricted Subsidiary of Borrower, except (a) as provided in this Agreement, (b), as to transfers of assets, as may be provided in an agreement with respect to a sale of such assets, (c) customary non-assignment provisions contained in licenses, leases, sublicenses and subleases or other agreements entered into by Borrower or such Subsidiary in the ordinary course of business, (d) restrictions contained in the terms of any Indebtedness of Foreign Subsidiaries permitted pursuant to subsection 7.1(viii) so long as such restriction applies only in the event of a default in such Indebtedness, and (e) restrictions on transfer of ownership interests in Joint Ventures.. 108

No Restrictions on Subsidiary Distributions to Borrower or Other Subsidiaries. Except as provided herein and in the Senior Subordinated Note Indenture or as set forth on Schedule 7.2D annexed hereto, Borrower will not, and will not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock 's capital stock owned by Borrower or any other Subsidiary of Borrower, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (iii) make loans or advances to Borrower or any other Subsidiary of Borrower, or (iv) transfer any of its property or assets to Borrower or any other Subsidiary of Borrower, except (a) as provided in this Agreement, (b), as to transfers of assets, as may be provided in an agreement with respect to a sale of such assets, (c) customary non-assignment provisions contained in licenses, leases, sublicenses and subleases encumbrances or other agreements entered into by Borrower or such Subsidiary in the ordinary course of business, (d) restrictions contained in the terms of any agreements relating to Indebtedness of Foreign Subsidiaries acquired after the date hereof in a Permitted Acquisition; provided that such Indebtedness is permitted pursuant to subsection 7.1(viii7.1(v) so long as and such restriction applies only in encumbrances or restrictions relate solely to the event property or assets of a default in such Indebtedness, and (e) restrictions on transfer of ownership interests in Joint VenturesSubsidiary.