Common use of No Restrictive Agreement Clause in Contracts

No Restrictive Agreement. No Loan Party will, nor will any Loan Party permit any of its Subsidiaries to, enter into, after the date of this Agreement, any indenture, agreement, instrument or other arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, any of the following by the Loan Party or any such Subsidiary: (a) the incurrence or payment of Debt, (b) the granting of Liens (other than normal and customary restrictions on the granting of Liens on Capital Securities issued by a Person other than a Subsidiary in respect of any Portfolio Investment made in the ordinary course of business), (c) the making of loans, advances or Investments or (d) the sale, assignment, transfer or other disposition of property, real, personal or mixed, or tangible; except in each case for prohibitions and restraints (i) on SBIC Entities and MSC arising in the ordinary course of business as a result of Applicable Law, (ii) imposed pursuant to Debt incurred pursuant to Section 5.31(e), Section 5.31(g) or Section 5.31(h) of this Agreement or (iii) imposed pursuant to Debt incurred pursuant to Section 5.31(d) on the granting of Liens on, and the sale, assignment, transfer or other disposition of, the property financed with such Debt; provided that in no event shall Debt incurred pursuant to Section 5.31(d), Section 5.31(e), Section 5.31(g) or Section 5.31(h) of this Agreement directly or indirectly, prohibit or restrain, or have the effect of prohibiting or restraining, or impose materially adverse conditions upon: (i) the payment of the Obligations, (ii) other than prohibitions, restraints and conditions set forth in the Investment Company Act (whether or not the Investment Company Act applies to such Debt), the incurrence of Debt, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of property, real, personal or mixed or tangible, the proceeds from which shall be used in whole or in part to repay Obligations, or (iii) the granting of Liens to secure the Obligations and any extensions, renewals and refinancings thereof (other than the granting of Liens on the property financed with Debt incurred pursuant to Section 5.31(d)). No Loan Party will, nor will any Loan Party permit any of its Subsidiaries to, enter into, after the date of this Agreement, any indenture, agreement, instrument or other arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the ability of the Loan Party or any of its Subsidiaries to declare or pay Restricted Payments or other distributions in respect of Capital Securities of the Loan Party or any Subsidiary, except for prohibitions and restraints imposed pursuant to Debt incurred pursuant to Section 5.31(e), Section 5.31(g) or Section 5.31(h) of this Agreement provided that in no event shall Debt incurred pursuant to Section 5.31(e), Section 5.31(g) or Section 5.31(h) of this Agreement directly or indirectly, prohibit or restrain, or have the effect of prohibiting or restraining or impose materially adverse conditions (other than prohibitions, restraints and conditions imposed by the Investment Company Act) upon the ability of any Loan Party (other than Borrower) or any of their respective Subsidiaries to declare or pay Restricted Payments or other distributions in respect of Capital Securities of the Loan Party (other than Borrower) or any Subsidiary to any other Loan Party or Subsidiary, the proceeds of which shall be used in whole or in part to repay the Obligations.

No Restrictive Agreement. (a) No Loan Party will, nor will any Loan Party permit any of its Subsidiaries to, enter into, after the date of this Agreement, any indenture, agreement, instrument or other arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, any of the following by the such Loan Party or any such Subsidiary: (ai) the incurrence or payment of Debt, (bii) the granting of Liens (other than normal and customary restrictions on the granting of Liens on Capital Securities issued by a Person other than a Subsidiary in respect of any Portfolio Investment made in the ordinary course of business), ) or (ciii) the making of loans, advances or Investments or (d) the sale, assignment, transfer or other disposition of property, real, personal or mixed, intangible or tangible; except except, in each case case, for (x) prohibitions and restraints (i) on SBIC Entities and MSC relating to or arising in from the ordinary course of business as a result of Applicable Law, ; and (iiy) prohibitions and restraints imposed pursuant to any such indenture, agreement, instrument or other arrangement relating to Debt incurred pursuant to Section 5.31(e), Section 5.31(g) or Section 5.31(h) of this Agreement other than any such prohibitions or (iii) imposed pursuant to restraints in respect of such Debt incurred pursuant to Section 5.31(d) on the granting of Liens onthat would, and the sale, assignment, transfer or other disposition of, the property financed with such Debt; provided that in no event shall Debt incurred pursuant to Section 5.31(d), Section 5.31(e), Section 5.31(g) or Section 5.31(h) of this Agreement directly or indirectly, prohibit or restrain, or have the effect of prohibiting or restraining, or impose materially adverse conditions upon: (iA) the payment of the Obligations, (iiB) other than prohibitions, restraints and conditions set forth in except as required pursuant to the Investment Company Act (whether or not the Investment Company Act applies Act, any Loan Party’s ability to such Debt), use proceeds received by it from the incurrence of such Debt, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of property, real, personal or mixed or tangible, repay the proceeds from which shall be used Obligations , in whole or in part to repay Obligationspart, or (iiiC) the granting of Liens to secure the Obligations and any extensions, renewals and or refinancings thereof (other than the granting of Liens on the property financed with Debt incurred pursuant to Section 5.31(d)). No Loan Party will, nor will any Loan Party permit any of its Subsidiaries to, enter into, after the date of this Agreement, any indenture, agreement, instrument or other arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the ability of the Loan Party or any of its Subsidiaries to declare or pay Restricted Payments or other distributions in respect of Capital Securities of the Loan Party or any Subsidiary, except for prohibitions and restraints imposed pursuant to Debt incurred pursuant to Section 5.31(e), Section 5.31(g) or Section 5.31(h) of this Agreement provided that in no event shall Debt incurred pursuant to Section 5.31(e), Section 5.31(g) or Section 5.31(h) of this Agreement directly or indirectly, prohibit or restrain, or have the effect of prohibiting or restraining or impose materially adverse conditions (other than prohibitions, restraints and conditions imposed by the Investment Company Act) upon the ability of any Loan Party (other than Borrower) or any of their respective Subsidiaries to declare or pay Restricted Payments or other distributions in respect of Capital Securities of the Loan Party (other than Borrower) or any Subsidiary to any other Loan Party or Subsidiary, the proceeds of which shall be used in whole or in part to repay the Obligationsthereof.

No Restrictive Agreement. No Loan Party will, nor will any Loan Party permit any of its Subsidiaries to, enter into, after the date of this Agreement, any indenture, agreement, instrument or other arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, any of the following by the Loan Party or any such Subsidiary: (ai) the incurrence or payment of Debt, (bii) the granting of Liens (other than normal and customary restrictions on the granting of Liens on Capital Securities issued by a Person other than a Subsidiary in respect of any Portfolio Investment made in the ordinary course of business), ) or (ciii) the making of loans, advances or Investments or (d) the sale, assignment, transfer or other disposition of property, real, personal or mixed, or tangible; except in each case for (x) prohibitions and restraints (i) on SBIC Entities and MSC relating to or arising in from the ordinary course of business as a result of Applicable Law, Law and (iiy) prohibitions and restraints imposed pursuant to Debt incurred pursuant to Section 5.31(e), Section 5.31(g) or Section 5.31(h) of this Agreement or (iii) imposed pursuant to Debt incurred pursuant to Section 5.31(d) on the granting of Liens on, and the sale, assignment, transfer or other disposition of, the property financed with such DebtAgreement; provided that in no event shall Debt incurred pursuant to Section 5.31(d), Section 5.31(e), Section 5.31(g) or Section 5.31(h) of this Agreement directly or indirectly, prohibit or restrain, or have the effect of prohibiting or restraining, or impose materially adverse conditions upon: (i) the payment of the Obligations, (ii) other than prohibitions, restraints and conditions set forth in imposed by the Investment Company Act (whether or not the Investment Company Act applies to such Debt)Act, the incurrence of Debt, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of property, real, personal or mixed or tangible, the proceeds from which shall be used in whole or in part to repay Obligations, or (iii) the granting of Liens liens to secure the Obligations and any extensions, renewals and refinancings thereof (other than the granting of Liens on the property financed with Debt incurred pursuant to Section 5.31(d))thereof. No Loan Party will, nor will any Loan Party permit any of its Subsidiaries to, enter into, after the date of this Agreement, any indenture, agreement, instrument or other arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the ability of the Loan Party or any of its Subsidiaries to declare or pay Restricted Payments or other distributions in respect of Capital Securities of the Loan Party or any Subsidiary, except for (x) prohibitions and restraints on the SBIC Entities relating to or arising from the ordinary course of business relating to or arising from Applicable Law and (y) prohibitions and restraints imposed pursuant to Debt incurred pursuant to Section 5.31(e), Section 5.31(g) or Section 5.31(h) of this Agreement provided that in no event shall Debt incurred pursuant to Section 5.31(e), Section 5.31(g) or Section 5.31(h) of this Agreement directly or indirectly, prohibit or restrain, or have the effect of prohibiting or restraining or impose materially adverse conditions (other than prohibitions, restraints and conditions imposed by the Investment Company Act) upon the ability of any Loan Party (other than Borrower) or any of their respective Subsidiaries to declare or pay Restricted Payments or other distributions in respect of Capital Securities of the Loan Party (other than Borrower) or any Subsidiary to any other Loan Party or Subsidiary, the proceeds of which shall be used in whole or in part to repay the Obligations.

No Restrictive Agreement. No Loan Party will, nor will any Loan Party permit any of its Subsidiaries to, enter into, after the date of this Agreement, any indenture, agreement, instrument or other arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, any of the following by the Loan Party or any such Subsidiary: (ai) the incurrence or payment of Debt, (bii) the granting of Liens (other than normal and customary restrictions on the granting of Liens on Capital Securities issued by a Person other than a Subsidiary in respect of any Portfolio Investment made in the ordinary course of business), (c) the making of loans, advances or Investments or (d) the sale, assignment, transfer or other disposition of property, real, personal or mixed, or tangible; except in each case for prohibitions and restraints (i) on SBIC Entities and MSC arising in the ordinary course of business as a result of Applicable Law, (ii) imposed pursuant to Debt incurred pursuant to Section 5.31(e), Section 5.31(g) or Section 5.31(h) of this Agreement or (iii) imposed pursuant to Debt incurred pursuant to Section 5.31(d) on the granting of Liens on, and the sale, assignment, transfer or other disposition of, the property financed with such Debt; provided that in no event shall Debt incurred pursuant to Section 5.31(d), Section 5.31(e), Section 5.31(g) or Section 5.31(h) of this Agreement directly or indirectly, prohibit or restrain, or have the effect of prohibiting or restraining, or impose materially adverse conditions upon: (i) the payment of the Obligations, (ii) other than prohibitions, restraints and conditions set forth in the Investment Company Act (whether or not the Investment Company Act applies to such Debt), the incurrence of Debt, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of property, real, personal or mixed or mixed, tangible, ; except in each case for prohibitions and restraints (i) on SBIC Entities arising in the proceeds from which shall be used in whole or in part ordinary course of business as a result of Applicable Law and (ii) imposed pursuant to repay Obligations, or (iii) the granting of Liens to secure the Obligations and any extensions, renewals and refinancings thereof (other than the granting of Liens on the property financed with Debt incurred pursuant to Section 5.31(d))5.31(e) of this Agreement. No Loan Party will, nor will any Loan Party permit any of its Subsidiaries to, enter into, after the date of this Agreement, any indenture, agreement, instrument or other arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the ability of the Loan Party or any of its Subsidiaries to declare or pay Restricted Payments or other distributions in respect of Capital Securities of the Loan Party or any Subsidiary, except for prohibitions and restraints imposed pursuant to Debt incurred pursuant to Section 5.31(e), Section 5.31(g) or Section 5.31(h) of this Agreement provided that in no event shall Debt incurred pursuant to Section 5.31(e), Section 5.31(g) or Section 5.31(h) of this Agreement directly or indirectly, prohibit or restrain, or have the effect of prohibiting or restraining or impose materially adverse conditions (other than prohibitions, restraints and conditions imposed by the Investment Company Act) upon the ability of any Loan Party (other than Borrower) or any of their respective Subsidiaries to declare or pay Restricted Payments or other distributions in respect of Capital Securities of the Loan Party (other than Borrower) or any Subsidiary to any other Loan Party or Subsidiary, the proceeds of which shall be used in whole or in part to repay the ObligationsAgreement.

No Restrictive Agreement. No Loan Party will, nor will any Loan Party permit any of its Subsidiaries (other than any SPV Subsidiary) to, enter into, after the date of this AgreementOmnibus Amendment Effective Date, any indenture, agreement, instrument or other arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, any of the following by the Loan Party or any such Subsidiary: (a) the incurrence or payment of Debt, (b) the granting of Liens (other than normal and customary restrictions on the granting of Liens on Capital Securities issued by a Person other than a Subsidiary in respect of any Portfolio Investment made in the ordinary course of business), (c) the making of loans, advances or Investments or (d) the sale, assignment, transfer or other disposition of property, real, personal or mixed, or tangible; except in each case for prohibitions and restraints (i) on SBIC Entities and MSC arising in the ordinary course of business as a result of Applicable Law, (ii) imposed pursuant to Debt incurred pursuant to Section 5.31(a), 5.31(e), Section 5.31(g) or Section 5.31(h) of this Agreement or Agreement, (iii) imposed pursuant to Debt incurred pursuant to Section 5.31(d) on the granting of Liens on, and the sale, assignment, transfer or other disposition of, the property financed with such Debt, (iv) documents creating Liens permitted under Section 5.14 prohibiting further Liens on the assets encumbered thereby, (v) customary restrictions contained in leases but subject to a waiver, (vi) for the avoidance of doubt, any such document, agreement or instrument that imposes customary restrictions on any Capital Securities, (vii) any other document that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require (other than pursuant to a grant of a Lien under the Loan Documents) the direct or indirect granting of any Lien securing any Debt or other obligation (other than such Obligations) by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Advances or any Hedge Transaction and (viii) the underlying governing agreements of any minority equity interest that impose such restrictions 128 767077577.9 only on such equity interest; provided that in no event shall Debt incurred pursuant to Section 5.31(d), Section 5.31(e), Section 5.31(g) or Section 5.31(h) of this Agreement directly or indirectly, prohibit or restrain, or have the effect of prohibiting or restraining, or impose materially adverse conditions upon: (i) the payment of the Obligations, (ii) other than prohibitions, restraints and conditions set forth in the Investment Company Act (whether or not the Investment Company Act applies to such Debt), the incurrence of Debt, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of property, real, personal or mixed or tangible, the proceeds from which shall be used in whole or in part to repay Obligations, or (iii) the granting of Liens to secure the Obligations and any extensions, renewals and refinancings thereof (other than the granting of Liens on the property financed with Debt incurred pursuant to Section 5.31(d)). No Loan Party will, nor will any Loan Party permit any of its Subsidiaries (other than an SPV Subsidiary) to, enter into, after the date of this AgreementOmnibus Amendment Effective Date, any indenture, agreement, instrument or other arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the ability of the Loan Party or any of its Subsidiaries (other than an SPV Subsidiary) to declare or pay Restricted Payments or other distributions in respect of Capital Securities of the Loan Party or any Subsidiary, (other than an SPV Subsidiary), except for prohibitions and restraints imposed pursuant to Debt incurred pursuant to Section 5.31(e), Section 5.31(g) or Section 5.31(h) of this Agreement provided that in no event shall Debt incurred pursuant to Section 5.31(e), Section 5.31(g) or Section 5.31(h) of this Agreement directly or indirectly, prohibit or restrain, or have the effect of prohibiting or restraining or impose materially adverse conditions (other than prohibitions, restraints and conditions imposed by the Investment Company Act) upon the ability of any Loan Party (other than Borrower) or any of their respective Subsidiaries to declare or pay Restricted Payments or other distributions in respect of Capital Securities of the Loan Party (other than Borrower) or any Subsidiary to any other Loan Party or Subsidiary, the proceeds of which shall be used in whole or in part to repay the Obligations.

No Restrictive Agreement. No Loan Party will, nor will any Loan Party permit any of its Subsidiaries to, enter into, after the date of this Agreement, any indenture, agreement, instrument or other arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, any of the following by the Loan Party or any such Subsidiary: (ai) the incurrence or payment of Debt, (bii) the granting of Liens (other than normal and customary restrictions on the granting of Liens on Capital Securities issued by a Person other than a Subsidiary in respect of any Portfolio Investment made in the ordinary course of business), ) or (ciii) the making of loans, advances or Investments or (d) the sale, assignment, transfer or other disposition of property, real, personal or mixed, or tangible; except in each case for prohibitions and restraints (i) on SBIC Entities and MSC arising in the ordinary course of business as a result of Applicable Law, Law and (ii) imposed pursuant to Debt incurred pursuant to Section 5.31(e), Section 5.31(g) or Section 5.31(h) of this Agreement or (iii) imposed pursuant to Debt incurred pursuant to Section 5.31(d) on the granting of Liens on, and the sale, assignment, transfer or other disposition of, the property financed with such DebtAgreement; provided that in no event shall Debt incurred pursuant to Section 5.31(d), Section 5.31(e), Section 5.31(g) or Section 5.31(h) of this Agreement directly or indirectly, prohibit or restrain, or have the effect of prohibiting or restraining, or impose materially adverse conditions upon: (i) the payment of the Obligations, (ii) other than prohibitions, restraints and conditions set forth in the Investment Company Act (whether or not the Investment Company Act applies to such Debt), the incurrence of Debt, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of property, real, personal or mixed or tangible, the proceeds from which shall be used in whole or in part to repay Obligations, or (iii) the granting of Liens liens to secure the Obligations and any extensions, renewals and refinancings thereof (other than the granting of Liens on the property financed with Debt incurred pursuant to Section 5.31(d))thereof. No Loan Party will, nor will any Loan Party permit any of its Subsidiaries to, enter into, after the date of this Agreement, any indenture, agreement, instrument or other arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the ability of the Loan Party or any of its Subsidiaries to declare or pay Restricted Payments or other distributions in respect of Capital Securities of the Loan Party or any Subsidiary, except for prohibitions and restraints imposed pursuant to Debt incurred pursuant to Section 5.31(e), Section 5.31(g) or Section 5.31(h) of this Agreement provided that in no event shall Debt incurred pursuant to Section 5.31(e), Section 5.31(g) or Section 5.31(h) of this Agreement directly or indirectly, prohibit or restrain, or have the effect of prohibiting or restraining or impose materially adverse conditions (other than prohibitions, restraints and conditions imposed by the Investment Company Act) upon the ability of any Loan Party (other than Borrower) or any of their respective Subsidiaries to declare or pay Restricted Payments or other distributions in respect of Capital Securities of the Loan Party (other than Borrower) or any Subsidiary to any other Loan Party or Subsidiary, the proceeds of which shall be used in whole or in part to repay the Obligations.