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

No Restrictions on Subsidiary Distributions to Holdings or Other Subsidiaries. Except as provided herein, Holdings 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 Holdings or any other Subsidiary of Holdings, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any other Subsidiary of Holdings, (iii) make loans or advances to Holdings or any other Subsidiary of Holdings, or (iv) transfer any of its property or assets to Holdings or any other Subsidiary of Holdings, except for such encumbrances or restrictions existing under or by reason of (a) applicable law, (b) this Agreement and the other Loan Documents, (c) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Company or any of its Subsidiaries, (d) customary provisions restricting assignment of any licensing or other agreements entered into by Company or any of its Subsidiaries in the ordinary course of business, (e) the Senior Note Indenture, the Senior Discount Debentures, and the Second Priority Term Loan Credit Documents or any agreement evidencing acquired Indebtedness or any agreement, note or indenture relating to any Indebtedness under any debt basket, and (f) customary provisions restricting the transfer of assets subject to Liens permitted under subsections 7.2A.

No Restrictions on Subsidiary Distributions to Holdings or Other Subsidiaries. Except as provided herein, Holdings 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 Holdings or any other Subsidiary of Holdings, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any other Subsidiary of Holdings, (iii) make loans or advances to Holdings or any other Subsidiary of Holdings, or (iv) transfer any of its property or assets to Holdings or any other Subsidiary of Holdings, except for such encumbrances or restrictions existing under or by reason of (a) applicable law, (b) this Agreement and the other Loan Credit Documents, (c) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Company or any of its Subsidiaries, (d) customary provisions restricting assignment of any licensing or other agreements entered into by Company or any of its Subsidiaries in the ordinary course of business, (e) the Senior Note Indenture, the Senior Discount Debentures, and the Second Priority Term Loan Credit Documents or any agreement evidencing acquired Indebtedness or any agreement, note or indenture relating to any Indebtedness under any debt basket, and (f) customary provisions restricting the transfer of assets subject to Liens permitted under subsections 7.2A.

No Restrictions on Subsidiary Distributions to Holdings or Other Subsidiaries. Except as provided herein, Holdings 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 Holdings or any other Subsidiary of Holdings, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any other Subsidiary of Holdings, (iii) make loans or advances to Holdings or any other Subsidiary of Holdings, or (iv) transfer any of its property or assets to Holdings or any other Subsidiary of Holdings, except for such encumbrances or restrictions existing under or by reason of (a) applicable law, (b) this Agreement and the other Loan Credit Documents, (c) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Company Borrowers or any of its their respective Subsidiaries, (d) customary provisions restricting assignment of any licensing or other agreements agreement entered into by Company Borrowers or any of its their respective Subsidiaries in the ordinary course of business, (e) the Senior Subordinated Note Indenture, the Senior Discount Debentures, and the Second Priority Term Loan Credit Documents or any agreement evidencing acquired Indebtedness or any agreement, note or indenture relating to any Indebtedness under any debt basket, and (f) customary provisions restricting the transfer of assets subject to Liens permitted under subsections 7.2A.7.2A(iii) and 7.2A(iv), (g) any Cumulative Preferred Stock Document, (h) any agreement or instrument governing Permitted Acquired Debt, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition and so long as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective Permitted Acquisition, (i) any Permitted Seller Note, (j) any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary is permitted under this Agreement, (k) restrictions applicable to any Joint Venture that is a Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to subsection 7.3 or a Permitted Acquisition effected in accordance with subsection 7.7(xvi), provided that the restrictions applicable to the respective such Joint Venture are not made worse, or more burdensome, from the perspective of Borrowers and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, (l) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness permitted under subsection 7.1(xi) so long as such encumbrance or restriction only applies to the Foreign Subsidiary of Holdings incurring such Indebtedness and (m) any agreement or instrument governing Permitted Additional Subordinated Indebtedness.

No Restrictions on Subsidiary Distributions to Holdings or Other Subsidiaries. Except as provided herein, Holdings 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 Holdings or any other Subsidiary of Holdings, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any other Subsidiary of Holdings, (iii) make loans or advances to Holdings or any other Subsidiary of Holdings, or (iv) transfer any of its property or assets to Holdings or any other Subsidiary of Holdings, except for such encumbrances or restrictions existing under or by reason of (a) applicable law, (b) this Agreement and the other Loan Documents, (c) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Company or any of its Subsidiaries, (d) customary provisions restricting assignment of any licensing or other agreements entered into by Company or any of its Subsidiaries in the ordinary course of business, (e) the Senior Note Indenture, the Senior Discount Debentures, and the Second Priority Term Loan Credit Documents or any agreement evidencing acquired Indebtedness or any agreement, note or indenture relating to any Indebtedness under any debt basket, and (f) customary provisions restricting the transfer of assets subject to Liens permitted under subsections 7.2A.

No Restrictions on Subsidiary Distributions to Holdings or Other Subsidiaries. Except as provided herein, Holdings 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 Holdings or any other Subsidiary of Holdings, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any other Subsidiary of Holdings, (iii) make loans or advances to Holdings or any other Subsidiary of Holdings, or (iv) transfer any of its property or assets to Holdings or any other Subsidiary of Holdings, except for such encumbrances or restrictions existing under or by reason of (a) applicable law, (b) this Agreement and the other Loan Credit Documents, (c) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Company Borrower or any of its their respective Subsidiaries, (d) customary provisions restricting assignment of any licensing or other agreements agreement entered into by Company Borrower or any of its their respective Subsidiaries in the ordinary course of business, (e) the Senior Subordinated Note IndentureIndentures, the Senior Discount Debentures, and the Second Priority Term Loan Credit Documents or any agreement evidencing acquired Indebtedness or any agreement, note or indenture relating to any Indebtedness under any debt basket, and (f) customary provisions restricting the transfer of assets subject to Liens permitted under subsections 7.2A.7.2A(iii) and 7.2A(iv), (g) any Permitted Seller Note, (h) any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary is permitted under this Agreement, (i) restrictions applicable to any Joint Venture that is a Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to subsection 7.3 or a Permitted Acquisition effected in accordance with subsection 7.7(xvi), provided that the restrictions applicable to the respective such Joint Venture are not made worse, or more burdensome, from the perspective of Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition, (k) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness permitted under subsection 7.1(x) so long as such encumbrance or restriction only applies to the Foreign Subsidiary of Holdings incurring such Indebtedness and (l) any agreement or instrument governing Permitted Additional Subordinated Indebtedness.

No Restrictions on Subsidiary Distributions to Holdings or Other Subsidiaries. Except as provided herein, Holdings 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 ’s capital stock owned by Holdings or any other Subsidiary of Holdings, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any other Subsidiary of Holdings, (iii) make loans or advances to Holdings or any other Subsidiary of Holdings, or (iv) transfer any of its property or assets to Holdings or any other Subsidiary of Holdings, except for such encumbrances or restrictions existing under or by reason of (a) applicable law, (b) this Agreement and the other Loan Documents, (c) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Company or any of its Subsidiaries, (d) customary provisions restricting assignment of any licensing or other agreements agreement entered into by Company or any of its Subsidiaries in the ordinary course of business, (e) the Senior Note Indenture, the Senior Discount Debentures, New Sub Debt Indentures and the Second Priority Term Loan AXEL Credit Documents or any agreement evidencing acquired Indebtedness or any agreementDocuments, note or indenture relating to any Indebtedness under any debt basket, and (f) customary provisions restricting the transfer of assets subject to Liens permitted under subsections 7.2A.7.2A(iii) and 7.2A(iv), and (g) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness permitted under subsection 7.1(xii) so long as such encumbrance or restriction only applies to the Foreign Subsidiary of Holdings incurring such Indebtedness.

No Restrictions on Subsidiary Distributions to Holdings or Other Subsidiaries. Except as provided herein, Holdings 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 Holdings or any other Subsidiary of Holdings, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any other Subsidiary of Holdings, (iii) make loans or advances to Holdings or any other Subsidiary of Holdings, or (iv) transfer any of its property or assets to Holdings or any other Subsidiary of Holdings, except for such encumbrances or restrictions existing under or by reason of (a) applicable law, (b) this Agreement and the other Loan Credit Documents, (c) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of Company or any of its Subsidiaries, (d) customary provisions restricting assignment of any licensing or other agreements agreement entered into by Company or any of its Subsidiaries in the ordinary course of business, (e) the Senior Note Indenture, the Senior Discount Debentures, New Sub Debt Indentures and the Second Priority Term Loan AXEL Credit Documents or any agreement evidencing acquired Indebtedness or any agreementDocuments, note or indenture relating to any Indebtedness under any debt basket, and (f) customary provisions restricting the transfer of assets subject to Liens permitted under subsections 7.2A.7.2A(iii) and 7.2A(iv), and (g) any document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness permitted under subsection 7.1(xii) so long as such encumbrance or restriction only applies to the Foreign Subsidiary of Holdings incurring such Indebtedness.