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

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, directly or indirectly 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: (1) pay dividends or make any other distribution on any of such Subsidiary's capital stock owned by Borrower or any Subsidiary of Borrower; (2) pay any indebtedness owed to Borrower or any other Subsidiary; (3) make loans or advances to Borrower or any other Subsidiary; or (4) transfer any of its property or assets to Borrower or any other Subsidiary, other than (i) restrictions pursuant to agreements in effect on the Closing Date and described on Schedule 7.3(d), (ii) restrictions pursuant to Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (iii) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of any Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder; (iv) restrictions or conditions imposed by any agreement relating to purchase money Liens, Capital Leases and any other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) customary provisions in leases and other contracts restricting the assignment thereof.

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, Borrower will not and will not permit any of its Subsidiaries directly or indirectly 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: (1) pay dividends or make any other distribution on any of such Subsidiary's capital stock owned by Borrower or any Subsidiary of Borrower; (2) pay any indebtedness Indebtedness owed to Borrower or any other Subsidiary; (3) make loans or advances to Borrower or any other Subsidiary; or (4) transfer any of its property or assets to Borrower or any other Subsidiary, other than except pursuant to (i) restrictions pursuant to agreements non-assignment provisions of licenses and leases entered into in effect on the Closing Date and described on Schedule 7.3(d)ordinary course of business, (ii) restrictions pursuant agreements relating to Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of capital leases or in connection with such Person becoming a Subsidiary; purchase money indebtedness permitted hereunder, (iii) customary requirements imposed by applicable law, (iv) encumbrances or restrictions and conditions contained in imposed pursuant to agreements relating to entered into for the sale or disposition of all or a substantial part of the capital stock or assets assets, to the extent such sale or disposition is not otherwise prohibited under this Agreement, (v) any encumbrance or restriction in respect of any Subsidiary pending such sale, provided such restrictions and conditions apply only pursuant to the Subsidiary Loan Documents, the Financing Documents and the Intercreditor Agreements, or (vi) pursuant to be sold and such sale is permitted hereunder; (iv) restrictions or conditions imposed any working capital Indebtedness incurred by any agreement relating to purchase money Liens, Capital Leases and any other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to of the property or assets securing such Indebtedness and (v) customary provisions in leases and other contracts restricting the assignment thereofITS Companies.

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, Borrower shall not and shall not cause or permit its Subsidiaries to directly or indirectly 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: (1) pay dividends or make any other distribution on any of such Subsidiary's capital stock ’s Stock owned by Borrower or any Subsidiary of Borrowerother Subsidiary; (2) pay any indebtedness Indebtedness owed to Borrower or any other Subsidiary; (3) make loans or advances to Borrower or any other Subsidiary; or (4) transfer any of its property or assets to Borrower or any other Subsidiary, other than except pursuant to (i) restrictions pursuant to agreements non-assignment provisions of licenses, leases and subleases entered into in effect on the Closing Date and described on Schedule 7.3(d)ordinary course of business, (ii) restrictions pursuant agreements relating to capital leases, purchase money indebtedness or Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created relating to Permitted Acquisitions, in contemplation of or in connection with such Person becoming a Subsidiary; each case as permitted under this Agreement, (iii) customary requirements imposed by applicable law, (iv) encumbrances or restrictions and conditions contained in imposed pursuant to agreements relating to entered into for the sale or disposition of all or a substantial part of the capital stock or assets assets, to the extent such sale or disposition is not otherwise prohibited under this Agreement, (v) any encumbrance or restriction in respect of any Subsidiary pending such sale, provided such restrictions and conditions apply only pursuant to the Subsidiary Loan Documents, the Senior Indenture Documents and the Intercreditor Agreement, or (vi) pursuant to be sold and such sale is permitted hereunder; (iv) restrictions or conditions imposed any working capital Indebtedness incurred by any agreement relating to purchase money Liens, Capital Leases and any other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to of the property or assets securing such Indebtedness and (v) customary provisions ITS Companies in leases and other contracts restricting accordance with the assignment thereofterms hereof.

No Restrictions on Subsidiary Distributions to Borrower. Except as provided herein, Borrower will not and will not permit any of its Subsidiaries directly or indirectly 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: (1) pay dividends or make any other distribution on any of such Subsidiary's capital stock owned by Borrower or any Subsidiary of Borrower; (2) pay any indebtedness Indebtedness owed to Borrower or any other Subsidiary; (3) make loans or advances to Borrower or any other Subsidiary; or (4) transfer any of its property or assets to Borrower or any other Subsidiary, other than except pursuant to (i) restrictions pursuant to agreements non-assignment provisions of licenses and leases entered into in effect on the Closing Date and described on Schedule 7.3(d)ordinary course of business, (ii) restrictions pursuant agreements relating to Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of capital leases or in connection with such Person becoming a Subsidiary; purchase money indebtedness permitted hereunder, (iii) customary requirements imposed by applicable law, (iv) encumbrances or restrictions and conditions contained in imposed pursuant to agreements relating to entered into for the sale or disposition of all or a substantial part of the capital stock or assets assets, to the extent such sale or disposition is not otherwise prohibited under this Agreement, (v) any encumbrance or restriction in respect of any Subsidiary pending such sale, provided such restrictions and conditions apply only pursuant to the Subsidiary Loan Documents, the Financing Documents and the Intercreditor Agreements or (vi) pursuant to be sold and such sale is permitted hereunder; (iv) restrictions or conditions imposed any working capital Indebtedness incurred by any agreement relating to purchase money Liens, Capital Leases and any other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to of the property or assets securing such Indebtedness and (v) customary provisions in leases and other contracts restricting the assignment thereofITS Companies.