Common use of Restrictions Affecting Subsidiaries Clause in Contracts

Restrictions Affecting Subsidiaries. Enter into, or suffer to exist, any Contractual Obligation with any Person, which prohibits or limits the ability of any Material Subsidiary or any Subsidiary Guarantor (other than Special Purpose Vehicle Subsidiaries and Asset Securitization Subsidiaries) to (a) pay dividends or make other distributions or pay any Indebtedness owed to the Borrower or any other Subsidiary, (b) make loans or advances to the Borrower or any other Subsidiary or (c) transfer any of its properties or assets to the Borrower or any other Subsidiary; provided, however, that this Section 6.9 shall not apply to (A) any restrictions applicable to PHH Home Loans, LLC, pursuant to the PHH Home Loans Mortgage Warehouse Facilities, (B) any restrictions imposed by Applicable Law, including, without limitation, any Applicable Law restricting payment of dividends or other distributions by Atrium Insurance Corporation and its successors and assigns, (C) (i) any restrictions imposed by the Specified Senior Notes or (ii) any Indebtedness that refinances or replaces such notes or any future indenture pursuant to which Indebtedness of the Borrower is issued, in each case, which, in the aggregate, is not materially more restrictive than the terms of the Specified Senior Notes or the 2016 Notes, in each case as in effect on the Closing Date (as determined in good faith by a financial officer of the Borrower), (D) any restriction with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, to the extent permitted under this Agreement, (E) any agreement governing any purchase money Liens or Capital Lease otherwise permitted hereby if the applicable restriction applies only to the assets subject to such Liens or Capital Lease, (F) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary and applies only to such Subsidiary and its property, (G) any instrument assumed in connection with any Acquisition permitted under Section 6.13, which 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,(H) Contractual Obligations relating to secured Indebtedness permitted pursuant to Section 6.1 (including financing through repurchase agreements) to the extent that such restrictions apply only to the property or assets securing such Indebtedness (or assets subject to such repurchase agreement refinancing) or (I) any restrictions imposed under any agreement containing a recourse obligation permitted under Section 6.1(p) of this Agreement to the extent such restrictions apply only to the asset subject to the applicable financing.

Restrictions Affecting Subsidiaries. Enter into, Directly or suffer indirectly create or otherwise permit to exist, exist any Contractual Obligation with encumbrance or restriction (other than pursuant to this Agreement or any Person, which prohibits or other Loan Document) that (a) limits the ability (i) of any Material Restricted Subsidiary to make Restricted Payments to a Loan Party or to otherwise transfer property to or invest in a Loan Party, (ii) of any Restricted Subsidiary Guarantor (other than Special Purpose Vehicle Subsidiaries and Asset Securitization Subsidiaries) to (a) pay dividends make loans or make other distributions advances to any Loan Party or to pay any Indebtedness owed to a Loan Party, (iii) of any US Subsidiary to guarantee the Indebtedness of the Borrowers, (iv) of any Foreign Subsidiary to guarantee the Indebtedness of the Foreign Borrower or (v) of any other SubsidiaryLoan Party to create, incur, assume or suffer to exist Liens on property of such Loan Party, or (b) make loans or advances requires the grant of a Lien to the Borrower or any other Subsidiary or (c) transfer any secure an obligation of its properties or assets such Person if a Lien is granted to the Borrower or any other Subsidiarysecure another obligation of such Person; provided, however, that this Section 6.9 the foregoing shall not apply to encumbrances or restrictions which (A) any restrictions are customary provisions in joint venture agreements and other similar agreements applicable to PHH Home Loans, LLC, pursuant joint ventures permitted under Section 6.11 and applicable solely to the PHH Home Loans Mortgage Warehouse Facilitiessuch joint venture, (B) any are customary restrictions imposed by Applicable Lawon leases, includingsubleases, without limitation, any Applicable Law restricting payment of dividends licenses or other distributions by Atrium Insurance Corporation and its successors and assignssublicenses otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto, (C) are customary anti-assignment provisions in contracts restricting the assignment of any agreement, (iD) are customary restrictions in contracts for the disposition of any assets permitted by Section 6.4, provided that the restrictions imposed by the Specified Senior Notes in any such contracts shall apply only to such assets that is to be disposed of, (E) are customary provisions in leases of Real Property that prohibit mortgages or (ii) any Indebtedness that refinances or replaces such notes or any future indenture pursuant to which Indebtedness pledges of the Borrower is issuedlessee’s interest under such lease, in each case, which, (F) are contained in the aggregatePrepetition Senior Secured Note Indenture and related debt documents, is not materially more restrictive than (G) are customary restrictions of the type described in clause (a)(v) above contained in the terms of any Indebtedness permitted hereunder if such restriction applies only to the Specified Senior Notes property financed by or the 2016 Notessubject of such Indebtedness, in each case (H) arise under applicable Laws, (I) are applicable to permitted Government Grant Property or Tax Abatement Transactions as in effect on the Closing Date, (J) are set forth on Schedule 6.15, (K) are set forth in the applicable Financing Order or (L) are existing on the Closing Date (as determined in good faith by a financial officer of the Borrower), (D) any restriction other than with respect to a Subsidiary imposed pursuant the Foreign Borrower) if the effect thereof, either individually or in the aggregate, could not reasonably be expected to an agreement that has been entered into in connection with be materially adverse to the disposition of all or substantially all interests of the Capital Stock or assets of such Subsidiary, to the extent permitted under this Agreement, (E) any agreement governing any purchase money Liens or Capital Lease otherwise permitted hereby if the applicable restriction applies only to the assets subject to such Liens or Capital Lease, (F) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary and applies only to such Subsidiary and its property, (G) any instrument assumed in connection with any Acquisition permitted under Section 6.13, which restriction is not applicable to any Person, Agent or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired,(H) Contractual Obligations relating to secured Indebtedness permitted pursuant to Section 6.1 (including financing through repurchase agreements) to the extent that such restrictions apply only to the property or assets securing such Indebtedness (or assets subject to such repurchase agreement refinancing) or (I) any restrictions imposed under any agreement containing a recourse obligation permitted under Section 6.1(p) of this Agreement to the extent such restrictions apply only to the asset subject to the applicable financingLenders.

Restrictions Affecting Subsidiaries. Enter into, Create or suffer otherwise permit to exist, exist any Contractual Obligation with encumbrance or restriction (other than pursuant to this Agreement or any Person, which prohibits or other Loan Document) that (a) limits the ability (i) of any Material Subsidiary to make dividends or distributions to a Loan Party or to otherwise transfer property to or invest in a Loan Party, (ii) of any Subsidiary Guarantor (other than Special Purpose Vehicle Subsidiaries and Asset Securitization Subsidiaries) to (a) pay dividends make loans or make other distributions advances to any Loan party or to pay any Indebtedness owed to a Loan Party, (iii) of any Subsidiary to guarantee the Indebtedness of Borrower or (iv) of any other SubsidiaryLoan Party to create, incur, assume or suffer to exist Liens on property of such Loan Party, or (b) make loans or advances requires the grant of a Lien to the Borrower or any other Subsidiary or (c) transfer any secure an obligation of its properties or assets such Person if a Lien is granted to the Borrower or any other Subsidiarysecure another obligation of such Person; provided, however, that this Section 6.9 the foregoing shall not apply to encumbrances or restrictions which (A) any restrictions are customary provisions in joint venture agreements and other similar agreements applicable to PHH Home Loans, LLC, pursuant joint ventures permitted under Section 6.11 and applicable solely to such joint venture entered into in the PHH Home Loans Mortgage Warehouse Facilitiesordinary course of business, (B) any are customary restrictions imposed by Applicable Lawon leases, includingsubleases, without limitation, any Applicable Law restricting payment of dividends licenses or other distributions by Atrium Insurance Corporation and its successors and assignssublicenses otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto, (C) are customary anti-assignment provisions in contracts restricting the assignment of any agreement entered into in the ordinary course of business, (iD) are customary restrictions in contracts for the disposition of any assets permitted by Section 6.4, provided that the restrictions imposed by the Specified Senior Notes in any such contracts shall apply only to such assets that is to be disposed of, (E) are customary provisions in leases of Real Property that prohibit mortgages or (ii) any Indebtedness that refinances or replaces such notes or any future indenture pursuant to which Indebtedness pledges of the Borrower is issuedlessee’s interest under such lease, (F) are contained in each caseany Acquired Indebtedness not created in anticipation thereof, which, (G) are contained in the aggregateSecured Notes Documents and any Refinancing Indebtedness incurred in respect thereof, is not materially more restrictive than (H) are customary restrictions on Liens in the terms of any Indebtedness for which Liens are permitted under clause (f) of the Specified Senior Notes definition of Permitted Liens if such restriction applies only to the property financed by or the 2016 Notessubject of such Indebtedness, in each case as (I) arise under applicable law, (J) result from agreements in effect on the Closing Date (as determined in good faith by and, if of a financial officer material nature, disclosed to Agent, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreements; provided that the Borrower)amendments, (D) any restriction restatements, modifications, renewals, supplements refundings, replacements or refinancings are not materially more restrictive with respect to a Subsidiary imposed pursuant to an such dividend and other payment restrictions than those contained in those agreements on the Closing Date, (K) result from any agreement that has been entered into in connection with for the sale or other disposition of all or substantially all of the Capital equity Stock or assets of a Person permitted by this Agreement that restricts distributions by that Person pending such Subsidiary, to the extent permitted under this Agreementsale or other disposition, (EL) any agreement pursuant to Refinancing Indebtedness; provided that the restrictions contained in the agreements governing any purchase money Liens such Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, extended, renewed, refunded, replaced, defeased or Capital Lease otherwise permitted hereby if the applicable restriction applies only to the assets subject to such Liens or Capital Leasedischarged, (FM) any agreement restrictions on cash or other deposits or net worth imposed by customers under contracts or other agreements entered into in effect the ordinary course of business, (N) encumbrances on property permitted by this Agreement that exist at the time such Subsidiary becomes property was acquired by the Loan Parties or their Subsidiaries or (O) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other similar agreement permitted by this Agreement to which a Subsidiary Loan Party or any of the Borrower, so long as such agreement was not its Subsidiaries is a party entered into in contemplation the ordinary course of such Person becoming a Subsidiary and applies only to such Subsidiary and its property, (G) any instrument assumed in connection with any Acquisition permitted under Section 6.13, which 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,(H) Contractual Obligations relating to secured Indebtedness permitted pursuant to Section 6.1 (including financing through repurchase agreements) to the extent business; provided that such restrictions apply only to agreement prohibits the encumbrance of solely the property or assets securing of such Indebtedness (Person that are the subject of such agreement, the payment rights arising thereunder or assets subject the proceeds thereof and does not extend to any other asset or property of such repurchase agreement refinancing) or (I) any restrictions imposed under any agreement containing a recourse obligation permitted under Section 6.1(p) of this Agreement to the extent such restrictions apply only to the asset subject to the applicable financingPerson.

Restrictions Affecting Subsidiaries. Enter into, Directly or suffer indirectly create or otherwise permit to exist, exist any Contractual Obligation with encumbrance or restriction (other than pursuant to this Agreement or any Person, which prohibits or other Loan Document) that (a) limits the ability (i) of any Material Restricted Subsidiary to make Restricted Payments to a Loan Party or to otherwise transfer property to or invest in a Loan Party, (ii) of any Restricted Subsidiary Guarantor (other than Special Purpose Vehicle Subsidiaries and Asset Securitization Subsidiaries) to (a) pay dividends make loans or make other distributions advances to any Loan party or to pay any Indebtedness owed to a Loan Party, (iii) of any US Subsidiary to guarantee the Indebtedness of the Borrowers, (iv) of any Foreign Subsidiary to guarantee the Indebtedness of the Foreign Borrower or (v) of any other SubsidiaryLoan Party to create, incur, assume or suffer to exist Liens on property of such Loan Party, or (b) make loans or advances requires the grant of a Lien to the Borrower or any other Subsidiary or (c) transfer any secure an obligation of its properties or assets such Person if a Lien is granted to the Borrower or any other Subsidiarysecure another obligation of such Person; provided, however, that this Section 6.9 the foregoing shall not apply to encumbrances or restrictions which (A) any restrictions are customary provisions in joint venture agreements and other similar agreements applicable to PHH Home Loans, LLC, pursuant joint ventures permitted under Section 6.11 and applicable solely to the PHH Home Loans Mortgage Warehouse Facilitiessuch joint venture, (B) any are customary restrictions imposed by Applicable Lawon leases, includingsubleases, without limitation, any Applicable Law restricting payment of dividends licenses or other distributions by Atrium Insurance Corporation and its successors and assignssublicenses otherwise permitted hereunder so long as such restrictions relate solely to the assets subject thereto, (C) (i) are customary anti-assignment provisions in contracts restricting the assignment of any restrictions imposed by the Specified Senior Notes or (ii) any Indebtedness that refinances or replaces such notes or any future indenture pursuant to which Indebtedness of the Borrower is issued, in each case, which, in the aggregate, is not materially more restrictive than the terms of the Specified Senior Notes or the 2016 Notes, in each case as in effect on the Closing Date (as determined in good faith by a financial officer of the Borrower)agreement, (D) any restriction with respect to a Subsidiary imposed pursuant to an agreement that has been entered into are customary restrictions in connection with contracts for the disposition of all or substantially all of any assets permitted by Section 6.4, provided that the Capital Stock or restrictions in any such contracts shall apply only to such assets of such Subsidiary, that is to the extent permitted under this Agreementbe disposed of, (E) are customary provisions in leases of Real Property that prohibit mortgages or pledges of the lessee’s interest under such lease, (F) are contained in any agreement governing Acquired Indebtedness not created in anticipation thereof, (G) are contained in the Senior Note Indenture and any purchase money Liens or Capital Lease otherwise Refinancing Indebtedness incurred in respect thereof, (H) are customary restrictions of the type described in clause (a)(v) above contained in the terms of any Indebtedness permitted hereby hereunder if the applicable such restriction applies only to the assets property financed by or the subject to such Liens or Capital Lease, (F) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary and applies only to such Subsidiary and its propertyIndebtedness, (G) any instrument assumed in connection with any Acquisition permitted under Section 6.13, which 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,(H) Contractual Obligations relating to secured Indebtedness permitted pursuant to Section 6.1 (including financing through repurchase agreements) to the extent that such restrictions apply only to the property or assets securing such Indebtedness (or assets subject to such repurchase agreement refinancing) or (I) any restrictions imposed arise under any agreement containing a recourse obligation permitted under Section 6.1(papplicable Laws, or (J) of this Agreement are applicable to the extent such restrictions apply only to the asset subject to the applicable financingGovernment Grant Property.

Restrictions Affecting Subsidiaries. Enter intoEach Loan Party will not, and will not permit any of its Subsidiaries to, enter into or permit to exist any encumbrance or restriction (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments to any Loan Party or to otherwise transfer property to or invest in any Loan Party, (ii) of any Subsidiary to guarantee the Indebtedness of any Loan Party or (iii) of any Loan Party to create, incur, assume or suffer to exist, any Contractual Obligation with any exist Liens on property of such Person, which prohibits ; or limits the ability of any Material Subsidiary or any Subsidiary Guarantor (other than Special Purpose Vehicle Subsidiaries and Asset Securitization Subsidiaries) to (a) pay dividends or make other distributions or pay any Indebtedness owed to the Borrower or any other Subsidiary, (b) make loans or advances requires the grant of a Lien to the Borrower or any other Subsidiary or (c) transfer any secure an obligation of its properties or assets such Person if a Lien is granted to the Borrower or any other Subsidiarysecure another obligation of such Person; provided, howeverthat, that this Section 6.9 6.13 shall not apply to (A) any restrictions applicable to PHH Home Loans, LLC, pursuant to the PHH Home Loans Mortgage Warehouse Facilities, (B) any restrictions imposed by Applicable Law, including, without limitation, any Applicable Law restricting payment of dividends or other distributions by Atrium Insurance Corporation and its successors and assigns, (C) prohibit (i) any restrictions imposed by the Specified Senior Notes or (ii) any Indebtedness that refinances or replaces such notes or any future indenture pursuant to which Indebtedness of the Borrower is issued, contained in each case, which, in the aggregate, is not materially more restrictive than the terms of the Specified Senior Notes or the 2016 Notes, in each case as in effect on the Closing Date (as determined in good faith by a financial officer of the Borrower), (D) any restriction with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, to the extent permitted under this Agreement, (E) any agreement governing any purchase money Liens or Capital Lease otherwise permitted hereby if the applicable restriction applies only to the assets subject to such Liens or Capital Lease, (F) any agreement in effect (A) (1) on the date hereof and set forth on Schedule 6.13 and (2) to the extent the restrictions permitted by clause (1) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any Refinancing Indebtedness in respect of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of the restrictions described in clause (a) or (b) that are contained in such agreement or (B) at the time such any Subsidiary becomes a Subsidiary of the BorrowerParent, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of Parent, (ii) restrictions that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such restriction was not entered into in contemplation of such Person becoming a Subsidiary and applies only to such Subsidiary and its propertySubsidiary, (Giii) any instrument assumed restrictions that are customary provisions in connection with any Acquisition permitted under Section 6.13, which restriction is not joint venture agreements and other similar agreements applicable to the assets and Equity Interests of joint ventures constituting Permitted Investments, (iv) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions may relate to the assets subject thereto, (v) restrictions imposed by any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired,(H) Contractual Obligations agreement relating to secured any Permitted Purchase Money Indebtedness permitted pursuant to Section 6.1 (including financing through repurchase agreements) or Acquired Indebtedness to the extent that such restrictions apply only to the property or assets securing such Indebtedness (or assets subject to such repurchase agreement refinancing) or (Ivi) customary restrictions on subletting or assignment of any restrictions imposed under any agreement containing lease governing a recourse obligation permitted under Section 6.1(p) of this Agreement to the extent such restrictions apply only to the asset subject to the applicable financingleasehold interest.