Payment Restrictions Affecting Restricted Subsidiaries. The Borrower will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower to:
(1) pay dividends or make any other distributions on or in respect of its Capital Stock;
(2) make loans or advances to the Borrower or any other Restricted Subsidiary or to pay any Indebtedness owed to the Borrower or any other Restricted Subsidiary of the Borrower; or
(3) transfer any of its property or assets to the Borrower or any other Restricted Subsidiary of the Borrower, except in each case for such encumbrances or restrictions existing under or by reason of:
(a) applicable law, rule, regulation or order;
(b) the Second Lien Notes Documentation;
(c) customary non assignment provisions of any contract or license or any lease governing a leasehold interest of any Restricted Subsidiary of the Borrower;
(d) any instrument governing Acquired Indebtedness or Capital Stock, 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 so acquired;
(e) agreements existing on the Closing Date to the extent and in the manner such agreements are in effect on the Closing Date;
(f) this Agreement and other Loan Documents;
(g) the Senior Subordinated Notes, the Senior Subordinated Notes Indenture and related guarantees;
(h) restrictions on the transfer of assets subject to any Lien permitted under Section 7.3 imposed by the holder of such Lien;
(i) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business;
(j) Purchase Money Indebtedness or Capitalized Lease Obligations that, in each case, impose restrictions of the nature discussed in clause (3) above in the first paragraph of this Section 7.7 on the property so acquired;
(k) contracts for the sale of assets, including without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;
(l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered ...
Payment Restrictions Affecting Restricted Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Restricted Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries (other than any Unrestricted Subsidiary that is not a Wholly Owned Subsidiary) to declare or pay dividends or other distributions in respect of its Capital Stock or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or invest in, the Borrower or any Subsidiary (other than any Unrestricted Subsidiary that is not a Wholly Owned Subsidiary) of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except the Loan Documents and the Note Purchase Agreement.
Payment Restrictions Affecting Restricted Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Restricted Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Restricted Subsidiaries to declare or pay dividends or other distributions in respect of its Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or invest in, the Borrower or any Restricted Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) the Loan Documents, (ii) any agreement or instrument evidencing Existing Debt or Non-Recourse Debt permitted under Section 5.02(b)(iv) and (iii) any agreement in effect at the time such Restricted Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower.
Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist any contractual restriction on the ability of any Restricted Subsidiary to (a) pay any dividend on, or make any other distribution on account of, its capital stock or pay any Indebtedness owed to the Company or a Restricted Subsidiary or (b) make loans or advances to the Company or a Restricted Subsidiary, except for (i) restrictions existing as of the Effective Date, (ii) restrictions in the documentation setting forth the terms of or entered into in connection with any Permitted Indebtedness, (iii) restrictions in the documentation setting forth the terms of or entered into in connection with the sale of such Restricted Subsidiary to a third party, (iv) restrictions applicable to a Person acquired by the Company or a Subsidiary of the Company or designated as a Restricted Subsidiary, which exist at the time of such acquisition or designation, or (v) other restrictions arising in the ordinary course of business otherwise than in connection with financing transactions.
Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall cause each of its Restricted Subsidiaries not to, enter into (i) any agreement or arrangement limiting the ability of any Restricted Subsidiary of the Company to declare or pay dividends or other distributions in respect of its Equity Interests or repay or prepay any Indebtedness owed to, make loans or advances to, or otherwise invest in, the Company or any Restricted Subsidiary, or (ii) any agreement limiting the ability of any Restricted Subsidiary to transfer assets to the Company or any Restricted Subsidiary (in each case, whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except, in either case, any covenant contained in an instrument or agreement governing Existing Indebtedness or Permitted Refinancing Indebtedness in respect of Existing Indebtedness (and Permitted Refinancing Indebtedness in respect of subsequent Refinancings of such Refinanced Indebtedness), the instrument evidencing or agreement governing which contains such a covenant.
Payment Restrictions Affecting Restricted Subsidiaries. 60 7.2.5. Consolidation, Merger, etc. . . . . . . . . . . . . . . . . . . 61 7.2.6. Asset Dispositions, etc. . . . . . . . . . . . . . . . . . . . . 63 7.2.7. Modification of Certain Agreements . . . . . . . . . . . . . . . 65 7.2.8. Transactions with Affiliates . . . . . . . . . . . . . . . . . . 65 7.2.9. Impairment of Security Interest . . . . . . . . . . . . . . . . 66 7.2.10. Stock of Subsidiaries . . . . . . . . . . . . . . . . . . . . . 66 7.2.11. Sale and Leaseback . . . . . . . . . . . . . . . . . . . . . . . 67 7.2.12. Limitation on Applicability of Certain Covenants . . . . . . . . 67
Payment Restrictions Affecting Restricted Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Restricted Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Restricted Subsidiaries to declare or pay dividends or other distributions in respect of its Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or invest in, the Borrower or any Restricted Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) the Loan Documents and (ii) any agreement or instrument evidencing Surviving Debt.
Payment Restrictions Affecting Restricted Subsidiaries. Create or otherwise cause or suffer to exist or become effective, or 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 Restricted Subsidiary to (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Borrower or any of the Borrower's other Restricted Subsidiaries, (ii) pay any Indebtedness owed to the Borrower or any of the Borrower's other Restricted Subsidiaries, (iii) make loans or advances to the Borrower or any other of its Restricted Subsidiaries or (iv) transfer any of its property or assets to the Borrower or any other of its Restricted Subsidiaries.
Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary 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 Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to the Company or any other Restricted Subsidiary or (d) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of:
Payment Restrictions Affecting Restricted Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Restricted Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries (other than any Unrestricted Subsidiary that is not a Wholly Owned Subsidiary) to declare or pay dividends or other distributions in respect of its Capital Stock or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or invest in, the Borrower or any Subsidiary (other than any Unrestricted Subsidiary that is not a Wholly Owned Subsidiary) of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except the Loan Documents, the Note Purchase Agreements and any other agreement or instrument governing Debt permitted to be incurred in accordance with Section 5.02(b), provided that the restrictions related to the payment of dividends and distributions, repayment of Debt, making of loans or other transfer of assets by Subsidiaries included in such other agreement or instrument are no more restrictive than the comparable terms of the Loan Documents” contained in Sections 5.02(g) (relating to payment of dividends and distributions by Subsidiaries), 5.02(k) (relating to repayment of Debt by Subsidiaries), 5.02(f) (relating to making of loans by Subsidiaries) and 5.02(e) (relating to transfer of assets by Subsidiaries) of this Agreement.
