Common use of Restrictions on Negative Pledges and Upstream Limitations Clause in Contracts

Restrictions on Negative Pledges and Upstream Limitations. The Borrowers will not, nor will they permit any of their Restricted Subsidiaries to, (a) enter into any agreement or arrangement (excluding this Credit Agreement and the Loan Documents) prohibiting the creation or assumption of any Lien upon its properties, revenues or assets whether now owned or hereafter acquired or (b) enter into any agreement, contract or arrangement (excluding this Credit Agreement and the other Loan Documents) restricting the ability of any U.S. Guarantor or any Restricted Subsidiary of the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Borrower to (i) pay or make dividends or distributions in cash or kind to the Domestic Borrowers (in the case of any U.S. Guarantor) or the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European BorrowesrBorrowers, the Australian Borrower or the UK Borrower, respectively), (ii) make loans, advances or other payments of whatsoever nature to the Domestic Borrowers (in the case of U.S. Guarantors) and the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Borrower, respectively) or (iii) make transfers or distributions of all or any part of its assets to the Domestic Borrowers (in the case of U.S. Guarantors) and the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Borrower, respectively); in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §10.2, (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by the Borrowers or such Subsidiary in the ordinary course of its business, (iii) restrictions contained in the documentation relating to the Australian Acquisition and/or financings in connection therewith; provided, however, that such restrictions shall not be more restrictive or greater than as in effect on the Restatement Effective Date and (iv) customary restrictions contained in the documentation relating to financings permitted hereunder, provided that such restrictions shall not restrict any Loan Party’s ability to grant Liens in favor of the Applicable Agent pursuant to the Loan Documents.

Restrictions on Negative Pledges and Upstream Limitations. The Borrowers will not, nor will they permit any of their Restricted Subsidiaries to, (a) enter into any agreement or arrangement (excluding this Credit Agreement and the Loan Documents) prohibiting the creation or assumption of any Lien upon its properties, revenues or assets whether now owned or hereafter acquired or (b) enter into any agreement, contract or arrangement (excluding this Credit Agreement and the other Loan Documents) restricting the ability of any U.S. Guarantor or any Restricted Subsidiary of the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Australian Borrower to (i) pay or make dividends or distributions in cash or kind to the Domestic Borrowers U.S. Borrower (in the case of any U.S. Guarantor) or the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Australian Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European BorrowesrBorrowers, the Australian Borrower or the UK Australian Borrower, respectively), (ii) make loans, advances or other payments of whatsoever nature to the Domestic Borrowers U.S. Borrower (in the case of U.S. Guarantors) and the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Australian Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Australian Borrower, respectively) or (iii) make transfers or distributions of all or any part of its assets to the Domestic Borrowers U.S. Borrower (in the case of U.S. Guarantors) and the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Australian Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Australian Borrower, respectively); in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §10.2, and (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by the Borrowers or such Subsidiary in the ordinary course of its business, (iii) restrictions contained in the documentation relating to the Australian Acquisition and/or financings in connection therewith; provided, however, that such restrictions shall not be more restrictive or greater than as in effect on the Restatement Effective Date and (iv) customary restrictions contained in the documentation relating to financings permitted hereunder, provided that such restrictions shall not restrict any Loan Party’s ability to grant Liens in favor of the Applicable Agent pursuant to the Loan Documents.

Restrictions on Negative Pledges and Upstream Limitations. The Borrowers will not, nor will they permit any of their Restricted Subsidiaries to, (a) enter into any agreement or arrangement (excluding this Credit Agreement and the Loan Documents) prohibiting the creation or assumption of any Lien upon its properties, revenues or assets whether now owned or hereafter acquired or (b) enter into any agreement, contract or arrangement (excluding this Credit Agreement and the other Loan Documents) restricting the ability of any U.S. Guarantor or any Restricted Subsidiary of the Canadian Borrower, the European Borrowers, the Australian Borrower Borrowers or the UK Borrower to (i) pay or make dividends or distributions in cash or kind to the Domestic Borrowers (in the case of any U.S. Guarantor) or the Canadian Borrower, the European Borrowers, the Australian Borrower Borrowers or the UK Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European BorrowesrBorrowers, the Australian Borrower Borrowers or the UK Borrower, respectively), (ii) make loans, advances or other payments of whatsoever nature to the Domestic Borrowers (in the case of U.S. Guarantors) and the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European Borrowers, the Australian Borrower Borrowers or the UK Borrower, respectively) or (iii) make transfers or distributions of all or any part of its assets to the Domestic Borrowers (in the case of U.S. Guarantors) and the Canadian Borrower, the European Borrowers, the Australian Borrower Borrowers or the UK Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European Borrowers, the Australian Borrower Borrowers or the UK Borrower, respectively); in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §10.2, (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by the Borrowers or such Subsidiary in the ordinary course of its business, business and (iii) restrictions contained in the documentation relating to the Australian Acquisition and/or financings in connection therewith; provided, however, that such restrictions shall not be more restrictive or greater than as in effect on the Restatement Effective Date and (iv) customary restrictions contained in the documentation relating to financings permitted hereunder, provided that such restrictions shall not restrict any Loan Party’s ability to grant Liens in favor of the Applicable Agent pursuant to the Loan Documents.

Restrictions on Negative Pledges and Upstream Limitations. The Borrowers will not, nor will they permit any of their Restricted Subsidiaries to, (a) enter into any agreement or arrangement (excluding this Credit Agreement and the Loan Documents) prohibiting the creation or assumption of any Lien upon its properties, revenues or assets whether now owned or hereafter acquired or (b) enter into any agreement, contract or arrangement (excluding this Credit Agreement and the other Loan Documents) restricting the ability of any U.S. Guarantor or any Restricted Subsidiary of the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Australian Borrower to (i) pay or make dividends or distributions in cash or kind to the Domestic Borrowers (in the case of any U.S. Guarantor) or the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Australian Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European BorrowesrBorrowers, the Australian Borrower or the UK Australian Borrower, respectively), (ii) make loans, advances or other payments of whatsoever nature to the Domestic Borrowers (in the case of U.S. Guarantors) and the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Australian Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Australian Borrower, respectively) or (iii) make transfers or distributions of all or any part of its assets to the Domestic Borrowers (in the case of U.S. Guarantors) and the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Australian Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Australian Borrower, respectively); in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §10.2, (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by the Borrowers or such Subsidiary in the ordinary course of its business, (iii) restrictions contained in the documentation relating to the Australian Acquisition and/or financings in connection therewith; provided, however, that such restrictions shall not be more restrictive or greater than as in effect on the Restatement Effective Date and (iv) customary restrictions contained in the documentation relating to financings permitted hereunder, provided that such restrictions shall not restrict any Loan Party’s ability to grant Liens in favor of the Applicable Agent pursuant to the Loan Documents.

Restrictions on Negative Pledges and Upstream Limitations. The Neither of the Borrowers will notwill, nor will they either permit any of their Restricted Subsidiaries to, (a) enter into any agreement or arrangement (excluding this Credit Agreement and the Loan Documents) prohibiting the creation or assumption of any Lien upon its properties, revenues or assets whether now owned or hereafter acquired or (b) enter into any agreement, contract or arrangement (excluding this Credit Agreement and the other Loan Documents) restricting the ability of any U.S. US Guarantor or any Restricted Subsidiary of the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Borrower to (i) pay or make dividends or distributions in cash or kind to the Domestic Borrowers US Borrower (in the case of any U.S. US Guarantor) or the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European BorrowesrBorrowers, the Australian Borrower or the UK Borrower, respectively), (ii) to make loans, advances or other payments of whatsoever nature to the Domestic Borrowers US Borrower (in the case of U.S. US Guarantors) and the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower), the European Borrowers, the Australian Borrower or the UK Borrower, respectively) or (iii) to make transfers or distributions of all or any part of its assets to the Domestic Borrowers US Borrower (in the case of U.S. US Guarantors) and the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower), (iv) to enter into any agreements governing purchase money Liens or Capital Lease obligations otherwise permitted hereby (in each case, any prohibition or limitation shall only be effective against assets financed thereby), (v) to enter into any agreements governing any Investment in any joint venture, (vi) to enter into customary restrictions in the European Borrowersordinary course of business with respect to intellectual property, the Australian Borrower and (vii) to enter into any agreements governing any leasehold interest (including any rights of way, collocation agreements and other similar such interests in real estate) or the UK Borrowerbuilding entry agreements, respectively); in each case other than agreements with Persons prohibiting any such Lien on assets in which such Person has a prior security interest which is permitted by (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §10.2, (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by the Borrowers or such Subsidiary in the ordinary course of its business, (iii) restrictions contained in the documentation relating to the Australian Acquisition and/or financings in connection therewith; provided, however, that such restrictions shall not be more restrictive or greater than as in effect on the Restatement Effective Date and (iv) customary restrictions contained in the documentation relating to financings permitted hereunder, provided that such restrictions shall not restrict any Loan Party’s ability to grant Liens in favor of the Applicable Agent pursuant to the Loan DocumentsSection)10.2.

Restrictions on Negative Pledges and Upstream Limitations. The Borrowers will not, nor will they permit any of their Restricted Subsidiaries to, (a) enter into any agreement or arrangement (excluding this Credit Agreement and the Loan Documents) prohibiting the creation or assumption of any Lien upon its properties, revenues or assets whether now owned or hereafter acquired or (b) enter into any agreement, contract or arrangement (excluding this Credit Agreement and the other Loan Documents) restricting the ability of any U.S. Guarantor or any Restricted Subsidiary of the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Australian Borrower to (i) pay or make dividends or distributions in cash or kind to the Domestic Borrowers (in the case of any U.S. Guarantor) or the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Australian Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European BorrowesrBorrowers, the Australian Borrower or the UK Australian Borrower, respectively), (ii) make loans, advances or other payments of whatsoever nature to the Domestic Borrowers (in the case of U.S. Guarantors) and the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Australian Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Australian Borrower, respectively) or (iii) make transfers or distributions of all or any part of its assets to the Domestic Borrowers (in the case of U.S. Guarantors) and the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Australian Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Australian Borrower, respectively); in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §10.2, (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by the Borrowers or such Subsidiary in the ordinary course of its business, (iii) restrictions contained in the documentation relating to the Australian Acquisition and/or financings in connection therewith; provided, however, that such restrictions shall not be more restrictive or greater than as in effect on the Restatement Effective Closing Date and (iv) customary restrictions contained in the documentation relating to financings permitted hereunder, provided that such restrictions shall not restrict any Loan Party’s ability to grant Liens in favor of the Applicable Agent pursuant to the Loan Documents.

Restrictions on Negative Pledges and Upstream Limitations. The Borrowers will not, nor will they permit any of their Restricted Subsidiaries to, (a) enter into any agreement or arrangement (excluding this Credit Agreement and the Loan Documents) prohibiting the creation or assumption of any Lien upon its properties, revenues or assets whether now owned or hereafter acquired or (b) enter into any agreement, contract or arrangement (excluding this Credit Agreement and the other Loan Documents) restricting the ability of any U.S. Guarantor or any Restricted Subsidiary of the Canadian Borrower, the European BorrowersBorrower, the Australian Borrower or the UK Borrower to (i) pay or make dividends or distributions in cash or kind to the Domestic Borrowers (in the case of any U.S. Guarantor) or the Canadian Borrower, the European BorrowersBorrower, the Australian Borrower or the UK Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European BorrowesrBorrowersBorrower, the Australian Borrower or the UK Borrower, respectively), (ii) make loans, advances or other payments of whatsoever nature to the Domestic Borrowers (in the case of U.S. Guarantors) and the Canadian Borrower, the European BorrowersBorrower, the Australian Borrower or the UK Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European BorrowersBorrower, the Australian Borrower or the UK Borrower, respectively) or (iii) make transfers or distributions of all or any part of its assets to the Domestic Borrowers (in the case of U.S. Guarantors) and the Canadian Borrower, the European BorrowersBorrower, the Australian Borrower or the UK Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European BorrowersBorrower, the Australian Borrower or the UK Borrower, respectively); in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §10.2, (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by the Borrowers or such Subsidiary in the ordinary course of its business, (iii) restrictions contained in the documentation relating to the Australian Acquisition and/or financings in connection therewith; provided, however, that such restrictions shall not be more restrictive or greater than as in effect on the Restatement Effective Date and (iv) customary restrictions contained in the documentation relating to financings permitted hereunder, provided that such restrictions shall not restrict any Loan Party’s ability to grant Liens in favor of the Applicable Agent pursuant to the Loan Documents.

Restrictions on Negative Pledges and Upstream Limitations. The Borrowers will not, nor will they permit any of their Restricted Subsidiaries to, (a) enter into any agreement or arrangement (excluding this Credit Agreement and the Loan Documents) prohibiting the creation or assumption of any Lien upon its properties, revenues or assets whether now owned or hereafter acquired or (b) enter into any agreement, contract or arrangement (excluding this Credit Agreement and the other Loan Documents) restricting the ability of any U.S. Guarantor or any Restricted Subsidiary of the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Australian Borrower to (i) pay or make dividends or distributions in cash or kind to the Domestic Borrowers (in the case of any U.S. Guarantor) or the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Australian Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European BorrowesrBorrowers, the Australian Borrower or the UK Australian Borrower, respectively), (ii) make loans, advances or other payments of whatsoever nature to the Domestic Borrowers (in the case of U.S. Guarantors) and the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Australian Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Australian Borrower, respectively) or (iii) make transfers or distributions of all or any part of its assets to the Domestic Borrowers (in the case of U.S. Guarantors) and the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Australian Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Australian Borrower, respectively); in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §10.2, (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by the Borrowers or such Subsidiary in the ordinary course of its business, (iii) restrictions contained in the documentation relating to the Australian Acquisition and/or financings in connection therewith; provided, however, that such restrictions shall not be more restrictive or greater than as in effect on the Restatement Effective Date Closing Date, and (iv) customary restrictions contained in the documentation relating to financings permitted hereunder, provided that such restrictions shall not restrict any Loan Party’s ability to grant Liens in favor of the Applicable Agent pursuant to the Loan Documents.

Restrictions on Negative Pledges and Upstream Limitations. The Borrowers will not, nor will they permit any of their Restricted Subsidiaries to, (a) enter into any agreement or arrangement (excluding this Credit Agreement and the Loan Documents) prohibiting the creation or assumption of any Lien upon its properties, revenues or assets whether now owned or hereafter acquired or (b) enter into any agreement, contract or arrangement (excluding this Credit Agreement and the other Loan Documents) restricting the ability of any U.S. US Guarantor or any Restricted Subsidiary of the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Borrower to (i) pay or make dividends or distributions in cash or kind to the Domestic Borrowers US Borrower (in the case of any U.S. US Guarantor) or the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European BorrowesrBorrowers, the Australian Borrower or the UK Borrower, respectively), (ii) make loans, advances or other payments of whatsoever nature to the Domestic Borrowers US Borrower (in the case of U.S. US Guarantors) and the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Borrower, respectively) or (iii) make transfers or distributions of all or any part of its assets to the Domestic Borrowers US Borrower (in the case of U.S. US Guarantors) and the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower, the European Borrowers, the Australian Borrower or the UK Borrower, respectively); in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §Section 10.2, and (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by the Borrowers or such Subsidiary in the ordinary course of its business, (iii) restrictions contained in the documentation relating to the Australian Acquisition and/or financings in connection therewith; provided, however, that such restrictions shall not be more restrictive or greater than as in effect on the Restatement Effective Date and (iv) customary restrictions contained in the documentation relating to financings permitted hereunder, provided that such restrictions shall not restrict any Loan Party’s ability to grant Liens in favor of the Applicable Agent pursuant to the Loan Documents.