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

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Company 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 Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (iii) make loans or advances to Company or any other Subsidiary of Company, or (iv) transfer any of its property or assets to Company or any other Subsidiary of Company, except (a) as provided in this Agreement or the other Loan Documents, (b) those encumbrances or restrictions applicable to Subsidiaries of Company to the extent created under documentation in existence on the Closing Date or under the CPIH Term Documents, (c) as may be provided in an executed agreement with respect to an Asset Sale which is permitted hereunder, and (d) provisions in the principal lease, service or operating agreements, partnership agreements and financing agreements pertaining to Projects, so long as such lease, service or operating agreements, partnership agreements and financing agreements are extensions, renewals or replacements of such agreements in effect as of the Closing Date, are otherwise permitted to be entered into hereunder and in each case contain no more restrictive provisions relating to the ability of the relevant Subsidiary to take the actions described in clauses (i) through (iv) than the agreement so extended, renewed or replaced.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Company 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 Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (iii) make loans or advances to Company or any other Subsidiary of Company, or (iv) transfer any of its property or assets to Company or any other Subsidiary of Company, except (a) as provided in this Agreement or the other Loan Credit Documents, (b) those encumbrances or restrictions applicable to Subsidiaries of Company to the extent created under documentation in existence on the Closing Date Date, under the New L/C Facility Documents or under the CPIH Term DocumentsHigh Yield Indenture, (c) as may be provided in an executed agreement with respect to an Asset Sale which is permitted hereunder, and (d) provisions in the principal lease, service or operating agreements, partnership agreements and financing agreements pertaining to Projects, so long as such lease, service or operating agreements, partnership agreements and financing agreements are extensions, renewals or replacements of such agreements in effect as of the Closing Date, are otherwise permitted to be entered into hereunder and in each case contain no more restrictive provisions relating to the ability of the relevant Subsidiary to take the actions described in clauses (i) through (iv) than the agreement so extended, renewed or replaced.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Company 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 Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (iii) make loans or advances to Company or any other Subsidiary of Company, or (iv) transfer any of its property or assets to Company or any other Subsidiary of Company, except (a) as provided in this Agreement or the any other Loan Documents, (b) those encumbrances or restrictions applicable as to Subsidiaries transfers of Company to the extent created under documentation in existence on the Closing Date or under the CPIH Term Documentsassets, (c) as may be provided in an executed agreement with respect to an Asset Sale a sale of such assets, (c) the Subordinated Note Indenture, (d) in any agreement of any Person assumed in connection with any acquisition of such Person permitted by subsection 7.3 that apply only to property of such Person, including restrictions under any acquired Indebtedness of such Person not incurred in violation of this Agreement relating to the property of such Person or any of its Subsidiaries, which restriction in each case existed at the time of acquisition, was not put into place in connection with or in anticipation of such acquisition and is not applicable to any Person other than the Person acquired, or to any property other than the property so acquired, (e) as to transfers of assets, as may be provided in leases or licenses entered into in the ordinary course of business, (f) any agreement that amends, refinances or replaces any agreement containing restrictions permitted hereunderby the preceding clause (d); provided that the terms and conditions of such agreement, as they relate to any such restrictions, are no less favorable to Company or any such Subsidiary, as applicable, than those under the agreement so amended, refinanced or replaced, (g) restrictions contained in Indebtedness of a Foreign Subsidiary permitted by subsection 7.1(vii); provided that such restrictions relate only to one or more Foreign Subsidiaries, (h) as to transfers of assets, as may be provided in any agreement relating to Liens permitted by subsection 7.2A, and (di) provisions in the principal lease, service encumbrances or operating agreements, partnership agreements and financing agreements pertaining to Projects, so long as such lease, service or operating agreements, partnership agreements and financing agreements are extensions, renewals or replacements of such agreements in effect as of the Closing Date, are otherwise permitted to be entered into hereunder and in each case contain no more restrictive provisions restrictions relating to the ability of the relevant Subsidiary to take the actions described in clauses (i) through (iv) than the agreement so extended, renewed or replacedJoint Ventures.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Company 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 Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (iii) make loans or advances to Company or any other Subsidiary of Company, or (iv) transfer any of its property or assets to Company or any other Subsidiary of Company, except (a) as provided in this Agreement or the other Loan Credit Documents, (b) those encumbrances or restrictions applicable to Subsidiaries of Company to the extent created under documentation in existence on the Closing Date Date, under the Detroit L/C Facility Documents or under the CPIH Term DocumentsHigh Yield Indenture, (c) as may be provided in an executed agreement with respect to an Asset Sale which is permitted hereunder, and (d) provisions in the principal lease, service or operating agreements, partnership agreements and financing agreements pertaining to Projects, so long as such lease, service or operating agreements, partnership agreements and financing agreements are extensions, renewals or replacements of such agreements in effect as of the Closing Date, are otherwise permitted to be entered into hereunder and in each case contain no more restrictive provisions relating to the ability of the relevant Subsidiary to take the actions described in clauses (i) through (iv) than the agreement so extended, renewed or replaced.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Company 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 Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (iii) make loans or advances to Company or any other Subsidiary of Company, or (iv) transfer any of its property or assets to Company or any other Subsidiary of Company, except (a) as provided in this Agreement or the other Loan Documents, (b) those encumbrances or restrictions applicable to Subsidiaries of Company to the extent created under documentation in existence on the Closing Date or under the CPIH Term Revolver Documents, (c) as may be provided in an executed agreement with respect to an Asset Sale which is permitted hereunder, and (d) provisions in the principal lease, service or operating agreements, partnership agreements and financing agreements pertaining to Projects, so long as such lease, service or operating agreements, partnership agreements and financing agreements are extensions, renewals or replacements of such agreements in effect as of the Closing Date, are otherwise permitted to be entered into hereunder and in each case contain no more restrictive provisions relating to the ability of the relevant Subsidiary to take the actions described in clauses (i) through (iv) than the agreement so extended, renewed or replaced.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Company 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 Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Domestic Subsidiary of Company, (iii) make loans or advances to Company or any other Domestic Subsidiary of Company, or (iv) transfer any of its property or assets to Company or any other Domestic Subsidiary of Company, except (a) as provided in this Agreement or the other Loan DocumentsAgreement, (b) those encumbrances or restrictions applicable to Subsidiaries of Company to the extent created under documentation in existence on the Closing Date or under the CPIH Term Documents, (c.(b) as may be provided in an executed agreement with respect to an Asset Sale which is a sale of such assets or such Subsidiary, (c) as provided in any agreement evidencing Indebtedness secured by Liens permitted hereunderby subsection 7.2A, as to the assets securing such Indebtedness, and (d) provisions as provided in (1) (a) any agreements which exist on the principal leasedate hereof and (to the extent not otherwise permitted by this subsection 7.2C are listed on Schedule 7.2 hereto) and (b) to the extent agreements permitted by clause (a) are set forth in an agreement evidencing Indebtedness, service are set forth in any agreement evidencing any permitted modification, replacement, renewal or operating agreementsextension thereof so long as such modification, partnership agreements and financing agreements pertaining to Projectsreplacement, renewal or extension does not expand the scope of the restrictions; (2) any agreement binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of Company, so long as such lease, service or operating agreements, partnership agreement was not entered into in contemplation of such Person becoming a Subsidiary of Company; (3) any agreement representing Indebtedness of a Subsidiary which is not a Loan Party which is permitted by subsection 7.1; (4) customary provisions in Joint Venture agreements and financing other similar agreements are extensions, renewals applicable to Joint Ventures permitted under subsection 7.3 and applicable solely to such Joint Venture; (5) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under subsection 7.1 but solely to the extent any negative pledge relates to the property financed by or replacements the subject of such Indebtedness or that expressly permits Liens for the benefit of Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable, or junior, basis; (6) customary restrictions in leases, subleases, licenses or asset sale agreements in effect as of the Closing Date, are otherwise permitted hereby so long as such restrictions relate to be the assets subject thereto; (7) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; or (8) customary provisions restricting assignment or transfer of any agreement entered into hereunder and in each case contain no more restrictive provisions relating to the ability ordinary course of the relevant Subsidiary to take the actions described in clauses (i) through (iv) than the agreement so extended, renewed or replacedbusiness.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Company will notNo Credit Party will, 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 Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (iii) make loans or advances to Company or any other Subsidiary of Company, or (iv) transfer any of its property or assets to Company or any other Subsidiary of Company, except (aA) as provided in this Agreement or the other Loan DocumentsAgreement, (bB) those encumbrances or restrictions applicable as to Subsidiaries transfers of Company to the extent created under documentation in existence on the Closing Date or under the CPIH Term Documents, (c) assets as may be provided in an executed agreement with respect to an Asset Sale which a sale of such assets, (C) in respect of Indebtedness permitted pursuant to Sections 6.1(f), (g), (h) and (i); (D) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder; (E) restrictions and conditions existing on the date hereof identified on Schedule 6.2 (but shall not apply to any extension or renewal of, or any amendment or modification, expanding the scope of any such restriction or condition); and (dF) customary provisions in leases restricting the principal lease, service or operating agreements, partnership agreements and financing agreements pertaining to Projects, so long as such lease, service or operating agreements, partnership agreements and financing agreements are extensions, renewals or replacements of such agreements in effect as of the Closing Date, are otherwise permitted to be entered into hereunder and in each case contain no more restrictive provisions relating to the ability of the relevant Subsidiary to take the actions described in clauses (i) through (iv) than the agreement so extended, renewed or replacedassignment thereof.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Except as provided herein, neither Holdings nor Company will notshall, and will not nor shall it 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 Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by 108 such Subsidiary to Company or any other Subsidiary of Company, (iii) make loans or advances to Company or any other Subsidiary of Company, or (iv) transfer any of its property or assets to Company or any other Subsidiary of Company, except for such encumbrances or restrictions existing under or by reason of (a) as provided in applicable law, (b) this Agreement or and the other Loan Documents, (bc) those encumbrances customary provisions restricting subletting or restrictions applicable to Subsidiaries assignment of any lease governing a leasehold interest of Company to the extent created under documentation in existence on the Closing Date or under the CPIH Term Documentsany of its Subsidiaries, (c) as may be provided in an executed agreement with respect to an Asset Sale which is permitted hereunder, and (d) customary provisions restricting assignment of any licensing agreement entered into by Company or any of its Subsidiaries in the principal leaseordinary course of business, service or operating agreements, partnership agreements and financing agreements pertaining to Projects, so long (e) as such lease, service or operating agreements, partnership agreements and financing agreements are extensions, renewals or replacements of such agreements set forth in effect as of the Closing Date, are otherwise permitted to be entered into hereunder and in each case contain no more restrictive provisions relating to the ability of the relevant Subsidiary to take the actions described in clauses (i) through (iv) than the agreement so extended, renewed or replacedSenior Notes Indenture.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Except (i) as provided herein and in the Term Loan Agreement, (ii) as provided in any loan agreement or other document evidencing Indebtedness of (x) any of Company's Wholly-Owned North American Subsidiaries permitted under subsection 7.1(vi) or (vii) or (y) any Off-Balance Sheet Subsidiary used solely to finance Off-Balance Sheet New Build Capital Expenditures, (iii) for any agreement that has been entered into for the sale or disposition of all or substantially all of the equity ownership interests or assets of such Subsidiary (provided that (x) the consummation of such sale or disposition is permitted by this Agreement, (y) such restriction only applies to the equity ownership interests or assets to be sold pursuant to such agreement and (z) such restriction terminates upon consummation or abandonment of such disposition and upon termination of such agreement), (iv) for any security agreement or other similar document creating or evidencing a Lien permitted by subsection 7.2A(iii), (iv), (v), (vi), (vii), (viii), (ix) or (x) securing Indebtedness permitted to be incurred under subsection 7.1, in 115 each case to the extent that such security agreement or other document imposes restrictions of the nature described in clause (d) below on the property subject to such Lien, (v) for restrictions on non-Wholly-Owned Subsidiaries, (vi) for customary provisions restricting subletting or assignment of leases, licenses and other contractual rights and obligations, and (vii) by reason of applicable law, Company 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 (ia) pay dividends or make any other distributions on any of such Subsidiary's capital stock owned by Company or any other Subsidiary of Company, (iib) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (iiic) make loans or advances to Company or any other Subsidiary of Company, or (ivd) transfer any of its property or assets to Company or any other Subsidiary of Company, except (a) as provided in this Agreement or the other Loan Documents, (b) those encumbrances or restrictions applicable to Subsidiaries of Company to the extent created under documentation in existence on the Closing Date or under the CPIH Term Documents, (c) as may be provided in an executed agreement with respect to an Asset Sale which is permitted hereunder, and (d) provisions in the principal lease, service or operating agreements, partnership agreements and financing agreements pertaining to Projects, so long as such lease, service or operating agreements, partnership agreements and financing agreements are extensions, renewals or replacements of such agreements in effect as of the Closing Date, are otherwise permitted to be entered into hereunder and in each case contain no more restrictive provisions relating to the ability of the relevant Subsidiary to take the actions described in clauses (i) through (iv) than the agreement so extended, renewed or replaced.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Except as otherwise provided herein, Company 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 encumbrance, limitation 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 Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (iii) make loans or advances to Company or any other Subsidiary of Company, or (iv) transfer any of its property or assets to Company or any other Subsidiary of Company, except for such encumbrances or restrictions existing under or by reason of (a) as provided in applicable law, (b) this Agreement or and the other Loan Documents, (bc) those encumbrances customary provisions restricting subletting or restrictions applicable to Subsidiaries assignment of any lease governing a leasehold interest of Company to the extent created under documentation in existence on the Closing Date or under the CPIH Term Documentsany of its Subsidiaries, (c) as may be provided in an executed agreement with respect to an Asset Sale which is permitted hereunder, and (d) customary provisions restricting assignment of any licensing agreement entered into by Company or any of its Subsidiaries in the principal leaseordinary course of business, service (e) customary provisions restricting the transfer of assets subject to Liens permitted under subsection 7.2A(iii), (f) joint ventures entered into pursuant to subsection 7.3, (g) any document or operating agreements, partnership agreements and financing agreements pertaining to Projects, instrument evidencing Foreign Subsidiary working capital Indebtedness permitted under subsection 7.1(xi) so long as such lease, service encumbrance or operating agreements, partnership agreements and financing agreements are extensions, renewals or replacements of such agreements in effect as of the Closing Date, are otherwise permitted to be entered into hereunder and in each case contain no more restrictive provisions relating restriction only applies to the ability Foreign Subsidiary of Company incurring such Indebtedness, and (h) the relevant Subsidiary to take the actions described in clauses (i) through (iv) than the agreement so extended, renewed or replacedSubordinated Debt Documents.