Common use of Restrictions on Intercompany Transfers Clause in Contracts

Restrictions on Intercompany Transfers. The Borrowers shall not, and shall not permit any of their respective Subsidiaries (other than an Excluded Subsidiary) 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 Subsidiary of the Borrowers to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrowers or any Subsidiary of the Borrowers; (b) pay any Indebtedness owed to any of the Borrowers or any Subsidiary of the Borrowers; (c) make loans or advances to any of the Borrowers or any Subsidiary of the Borrowers; or (d) transfer any of its property or assets to any of the Borrowers or any Subsidiary of the Borrowers; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions (A) contained in any Loan Document or (B) contained in any other agreement that evidences Unsecured Indebtedness that any Borrower, such Loan Party or such Subsidiary of the Borrowers may create, incur, assume, or permit or suffer to exist without violation of this Credit Agreement containing encumbrances or restrictions on the actions described above that are substantially similar to, or less restrictive than, those contained in the Loan Documents, or (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrowers or any of their respective Subsidiaries in the ordinary course of business.

Restrictions on Intercompany Transfers. The Borrowers shall notNeither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall not permit any of their respective Subsidiaries other Loan Party or, subject to Section 12.14., any other Subsidiary (other than an Excluded Subsidiary) 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 Subsidiary of the Borrowers to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrowers Parent, the Borrower or any Subsidiary of the Borrowersother Subsidiary; (b) pay any Indebtedness owed to any of the Borrowers Parent, the Borrower or any Subsidiary of the BorrowersSubsidiary; (c) make loans or advances to any of the Borrowers Parent, the Borrower or any Subsidiary of the BorrowersSubsidiary; or (d) transfer any of its property or assets to any of the Borrowers Parent, the Borrower or any Subsidiary of the Borrowersother Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions (A) contained in any Loan Document or (B) contained in any other agreement that evidences (A) evidencing Unsecured Indebtedness that the Parent, the Borrower any Borrower, such Subsidiary or any other Loan Party or such Subsidiary of the Borrowers may create, incur, assume, assume or permit or suffer to exist without violation of under this Credit Agreement and (B) containing encumbrances or and restrictions on the actions described above imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, those contained the encumbrances and restrictions set forth in Sections 9.1.(g) and 9.4. of this Agreement and Section 13 of the Loan DocumentsGuaranty, or and (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrowers Parent, the Borrower, any other Loan Party or any of their respective Subsidiaries other Subsidiary in the ordinary course of business.

Restrictions on Intercompany Transfers. The Borrowers Parent and the Borrower shall not, and shall not permit any other Loan Party or any Subsidiary of their respective Subsidiaries (other than an Excluded Subsidiary) the Parent 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 Subsidiary of (other than the Borrowers Borrower) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrowers Parent, the Borrower or any Subsidiary of the BorrowersParent; (b) pay any Indebtedness owed to any of the Borrowers Parent, the Borrower or any Subsidiary of the BorrowersParent; (c) make loans or advances to any of the Borrowers Parent, the Borrower or any Subsidiary of the BorrowersParent; or (d) transfer any of its property or assets to any of the Borrowers Parent, the Borrower or any Subsidiary of the BorrowersParent; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions (Ai) contained in any this Agreement and the other Loan Document or Documents, (Bii) contained in existing on the Agreement Date and identified on Schedule 10.3, (iii) (x) evidencing Indebtedness which the Parent, the Borrower, any other agreement that evidences Unsecured Indebtedness that any Borrower, such Loan Party or such any Subsidiary of the Borrowers may createParent is not prohibited from creating, incurincurring, assumeassuming, or permit permitting or suffer suffering to exist without violation of under this Credit Agreement containing encumbrances or restrictions on the actions described above that are substantially similar toAgreement, or less restrictive than, those contained in (y) which Indebtedness is secured by a Lien not prohibited under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property (including proceeds or products thereof) securing such Indebtedness as of the date such agreement was entered into; (iiiv) relating to the sale of a Subsidiary or assets pending such sale to the extent such sale is not prohibited under the Loan Documents, provided that in any such case, such encumbrance or restriction applies only to the Subsidiary or the assets that are the subject of such sale; (v) existing pursuant to Applicable Law; (vi) consisting of customary prohibitions restricting subletting or assignment of any lease governing a leasehold interest of Parent, the Borrower or any Subsidiary of the Parent; (vii) consisting of joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the Equity Interests in such Person) that is the subject thereof; (viii) prohibiting the payment of dividends or the making of other distributions with respect to clause Equity Interests of a Person other than on a pro rata basis; (d), customary provisions restricting assignment ix) customarily contained in agreements relating to any acquisition or other investment that is otherwise permitted under this Agreement; (x) consisting of any agreement in effect at the time a Person becomes a Subsidiary of the Parent, so long as such agreement was not entered into by in connection with or in contemplation of such Person becoming a Subsidiary of the Borrowers Parent, which encumbrance or restriction is not applicable to the properties or assets of any Loan Party or other Subsidiary of the Parent; and (xi) relating to amendments, refinancings, extensions and renewals of any of their respective Subsidiaries in the ordinary course of businessforegoing, to the extent otherwise not prohibited, provided, that such amendments, refinancings, extensions and renewals are, taken as a whole, no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment, refinancing, extension or renewal.

Restrictions on Intercompany Transfers. The Borrowers shall notNeither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall not permit any of their respective Subsidiaries other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) 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 Subsidiary of the Borrowers (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrowers Parent, the Borrower or any Subsidiary of the Borrowersother Subsidiary; (b) pay any Indebtedness owed to any of the Borrowers Parent, the Borrower or any Subsidiary of the Borrowersother Subsidiary; (c) make loans or advances to any of the Borrowers Parent, the Borrower or any Subsidiary of the Borrowersother Subsidiary; or (d) transfer any of its property or assets to any of the Borrowers Parent, the Borrower or any Subsidiary of the Borrowersother Subsidiary; other than than: (i) with respect to clauses (a) through (d) ), those encumbrances or restrictions contained in (x) any Loan Document, (y) the Existing Credit Agreements or (z) any other agreement (A) contained in any Loan Document or (B) contained in evidencing Indebtedness that is not Secured Indebtedness which the Parent, the Borrower, any other agreement that evidences Unsecured Indebtedness that any Borrower, such Loan Party or such any other Subsidiary of the Borrowers may create, incur, assume, assume or permit or suffer to exist without violation of under this Credit Agreement and (B) containing encumbrances or and restrictions on the actions described above imposed in connection with such Indebtedness that are either substantially similar to, or less restrictive than, those contained the encumbrances and restrictions set forth in the Loan Documents, or this Agreement; (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrowers Parent, the Borrower, any other Loan Party or any of their respective Subsidiaries other Subsidiary in the ordinary course of business; and (iii) with respect to clause (d), those encumbrances or restrictions contained in an agreement (x) evidencing Indebtedness which a Subsidiary may create, incur, assume, or permit or suffer to exist under this Agreement and (y) which Indebtedness is secured by a Lien on the assets of such Subsidiary permitted to exist under the Loan Documents, so long as such encumbrances and restrictions apply only to such Subsidiary and such Subsidiary has no material assets other than those encumbered by such Lien.

Restrictions on Intercompany Transfers. The Borrowers shall notNeither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall not permit any of their respective Subsidiaries other Loan Party or, subject to Section 12.14., any other Subsidiary (other than an Excluded Subsidiary) 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 Subsidiary of the Borrowers to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Borrowers Parent, the Borrower or any Subsidiary of the Borrowersother Subsidiary; (b) pay any Indebtedness owed to any of the Borrowers Parent, the Borrower or any Subsidiary of the BorrowersSubsidiary; (c) make loans or advances to any of the Borrowers Parent, the Borrower or any Subsidiary of the BorrowersSubsidiary; or (d) transfer any of its property or assets to any of the Borrowers Parent, the Borrower or any Subsidiary of the Borrowersother Subsidiary; other than (i) with respect to clauses (a) through (d) those encumbrances or restrictions (A) contained in any Loan Document or (B) contained in any other agreement that evidences (A) evidencing Unsecured Indebtedness that the Parent, the Borrower any Borrower, such Subsidiary or any other Loan Party or such Subsidiary of the Borrowers may create, incur, assume, assume or permit or suffer to exist without violation of under this Credit Agreement and (B) containing encumbrances or and restrictions on the actions described above imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, those contained the encumbrances and restrictions set forth in Sections 9.1(g) and 9.4. of this Agreement and Section 13 of the Loan DocumentsGuaranty, or and (ii) with respect to clause (d), customary provisions restricting assignment of any agreement entered into by the Borrowers Parent, the Borrower, any other Loan Party or any of their respective Subsidiaries other Subsidiary in the ordinary course of business. (o) The Credit Agreement is amended by deleting the phrase “Securities Exchange Act of 1934, as amended (the “Exchange Act”) in Section 10.1.(l)(i) and substituting in its place the term “Exchange Act”. (p) The Credit Agreement is amended by restating clause (iv) of Section 12.1 in its entirety as follows: