Common use of Restrictions on Subsidiary Distributions; No New Negative Pledge Clause in Contracts

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Loan Documents, agreements existing on the Petition Date and any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by clause (d) or (e) of Section 8.1 (in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) as to any asset that is subject to a contract of sale permitted by Section 8.4, such Grantor will not, and will not permit any of its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement which prohibits or limits the ability of the Borrower or any Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement which requires any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Loan Documents, agreements existing on the Petition Date Documents and any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by clause SECTION 8.1(b), (d) or (e) of Section 8.1 (INDEBTEDNESS) (in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) as to any asset that is subject to a contract of sale permitted by Section 8.4, such Grantor will Borrower shall not, and will shall not permit any of its Subsidiaries to, (a) other than for Permitted Joint Ventures, agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any enforceable agreement which prohibits prohibiting or limits limiting the ability of the Borrower or any Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now 90 owned or hereafter acquired, to secure the Obligations, including any agreement which requires requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Loan Documents, agreements existing on the Petition Date Documents and any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by clause Section 8.1(b), (d) or (e) of Section 8.1 (Indebtedness) (in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) as to any asset that is subject to a contract of sale permitted by Section 8.4, such Grantor will Borrower shall not, and will shall not permit any of its Subsidiaries to, (a) other than for Permitted Joint Ventures, agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any enforceable agreement which prohibits prohibiting or limits limiting the ability of the Borrower or any Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement which requires requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Loan Documents, agreements existing on the Petition Date Existing Subordinated Note Documents, the Existing Subordinated Indentures and any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by clause (d) c), (e), or (ef) of Section SECTION 8.1 (in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) as to any asset that is subject to a contract of sale permitted by Section 8.4, such Grantor Borrower will not, and will not permit any of its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement which prohibits or limits the ability of the Borrower or any such Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement which requires any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Loan Documents, agreements existing on the Petition Date Documents and any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by clause (b), (d) or (e) of Section 8.1 (Indebtedness) (in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby), (y) neither the Company nor any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) as to any asset that is subject to a contract of sale permitted by Section 8.4, such Grantor will notBorrower shall, and will not neither the Company nor any Borrower shall permit any of its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the any Borrower or any other Subsidiary of the Borrower thereof or (b) enter into or suffer to exist or become effective any agreement which prohibits prohibiting or limits limiting the ability of the Company, any Borrower or any Subsidiary of the Borrower thereof to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, including any agreement which requires any requiring other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligationsany Secured Obligation.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Loan Documents, agreements existing on Documents and the Petition Date Senior Subordinated Note Indenture and any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by clause (dB), (D), (E) or (eJ) of Section SECTION 8.1 (in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) as to any asset that is subject to a contract of sale permitted by Section 8.4, such Grantor Borrower will not, and will not permit any of its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement which prohibits or limits the ability of the Borrower or any Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement which requires any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Loan Documents, the Prepetition Loan Documents, any agreements existing on that were entered into prior to the Petition Date and any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by clause Section 8.1 (d) or (e) of Section 8.1 (in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) as to any asset that is subject to a contract of sale permitted by Section 8.4, such Grantor Loan Party will not, and will not permit any of its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Loan Party or Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower any Loan Party or any other Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement which prohibits or limits the ability of the Borrower any Loan Party or any Subsidiary of the Borrower thereof to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement which requires any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Loan Documents, agreements existing on the Petition Date Documents and any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by clause (b), (d), (e), (k) or (en) of Section 8.1 (Indebtedness) (in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) as to any asset that is subject to a contract of sale permitted by Section 8.4, such Grantor will Borrower shall not, and will shall not permit any of its Subsidiaries to, to (a) ), except as set forth on Schedule 8.9, agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement which prohibits prohibiting or limits limiting the ability of the Borrower or any Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement which requires requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Loan Documents, agreements existing on the Petition Date Existing Subordinated Note Documents, the Existing Subordinated Indentures, the KNTV Affiliation Agreement and any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by clause (d) B), (D), or (eE) of Section SECTION 8.1 (in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) as to any asset that is subject to a contract of sale permitted by Section 8.4, such Grantor Borrower will not, and will not permit any of its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement which prohibits or limits the ability of the Borrower or any such Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement which requires any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Loan Documents, agreements existing on the Petition Date Documents and any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by clause (b), (d) or (e) of Section 8.1 (Indebtedness) (in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby), (y) neither the Company nor any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) as to any asset that is subject to a contract of sale permitted by Section 8.4, such Grantor will notBorrower shall, and will not neither the Company nor any Borrower shall permit any of its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the any Borrower or any other Subsidiary of the Borrower thereof or (b) enter into or suffer to exist or become effective any agreement which prohibits prohibiting or limits limiting the ability of the any Borrower or any Subsidiary of the Borrower thereof to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement which requires any requiring other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.. AMENDED AND RESTATED CREDIT AGREEMENT SUNTRON CORPORATION

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Loan Documents, agreements existing on the Petition Date and any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by clause (d) or (e) of Section 8.1 (in which latter case, any prohibition or limitation The Administrative Borrower shall only be effective against the assets financed thereby), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) as to any asset that is subject to a contract of sale permitted by Section 8.4, such Grantor will not, and will shall not permit any of its Restricted Subsidiaries to, (a) except as set forth on Schedule 7.7, agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Administrative Borrower or any other Restricted Subsidiary of the Borrower Administrative Borrower, except for customary profit allocation provisions or (b) enter into or suffer to exist or become effective any agreement which prohibits prohibiting or limits limiting the ability of the Administrative Borrower or any Restricted Subsidiary of the Administrative Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement which requires requiring any other Indebtedness or Contractual Obligation of the Administrative Borrower or any of its Restricted Subsidiaries to be equally and ratably secured with the Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Loan Documents, agreements existing on the Petition Date and any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by clause (d) or (e) of Section 8.1 (in which latter case, any prohibition or limitation The Borrower shall only be effective against the assets financed thereby), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) as to any asset that is subject to a contract of sale permitted by Section 8.4, such Grantor will not, and will shall not permit any of its Restricted Subsidiaries to, (a) except as set forth on SCHEDULE 7.7, agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower Borrower, except for customary profit allocation provisions or (b) enter into or suffer to exist or become effective any agreement which prohibits prohibiting or limits limiting the ability of the Borrower or any Restricted Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement which requires requiring any other Indebtedness or Contractual Obligation of the Borrower or any of its Restricted Subsidiaries to be equally and ratably secured with the Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Loan Documents, agreements existing on the Petition Date and any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by clause (db) or (ed) of Section 8.1 (in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby), (y) and any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent executed agreement with prior practice respect to the extent that such provisions restrict the transfer or assignment of such contract or (z) as to any asset that is subject to a contract of sale an Asset Sale permitted by under Section 8.4, such Grantor the Borrower will not, and will not permit any of its Subsidiaries to, (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any agreement which prohibits or limits the ability of the Borrower or any Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement which requires any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Loan Documents, agreements existing on the Petition Date and any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by clause (d) or (e) of Section 8.1 (in which latter case, any prohibition or limitation The Borrower shall only be effective against the assets financed thereby), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) as to any asset that is subject to a contract of sale permitted by Section 8.4, such Grantor will not, and will shall not permit any of its Restricted Subsidiaries to, (a) except as set forth on Schedule 7.7, agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary of the Borrower Borrower, except for customary profit allocation provisions or (b) enter into or suffer to exist or become effective any agreement which prohibits prohibiting or limits limiting the ability of the Borrower or any Restricted Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Obligations, including any agreement which requires requiring any other Indebtedness or Contractual Obligation of the Borrower or any of its Restricted Subsidiaries to be equally and ratably secured with the Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Loan Documents, agreements existing on the Petition Date Documents and any agreements governing any Non-Recourse Indebtedness, or any purchase money Indebtedness or Capital Lease Obligations permitted by clause Section 8.1(b), (d) or (e) of Section 8.1 (Indebtedness) (in which latter casethe case of any such purchase money Indebtedness or Capital Lease Obligations, so long as any prohibition or limitation shall is only be effective against the assets financed thereby), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) as to any asset that is subject to a contract of sale permitted by Section 8.4, such Grantor will Borrower shall not, and will shall not permit any of its Subsidiaries subsidiaries to, (a) other than for Permitted Joint Ventures, agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower or (b) enter into or suffer to exist or become effective any enforceable agreement which prohibits prohibiting or limits limiting the ability of the Borrower or any Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, acquired to secure the Obligations, including any agreement which requires requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.”