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

Restrictions on Subsidiary Distributions; No New Negative Pledge. Except pursuant to the Loan Documents, any pre-petition Contractual Obligations subject to the automatic stay and any agreements governing 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), such Loan Party shall not, and shall 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 prohibiting or 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 requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Except Other than pursuant to the Loan Documents, any pre-petition Contractual Obligations subject to the automatic stay Documents 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), such Loan Party shall will not, and shall 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 prohibiting which prohibits or limiting 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 requiring any which requires other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Except Other than as a result of the commencement of the Cases pursuant to the Loan Documents, any pre-petition Contractual Obligations subject to the automatic stay Documents and any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by clause (dSection 8.1(b) or (e) of Section 8.1 (in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby), such Loan Party shall will not, and shall 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 prohibiting which prohibits or limiting 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 requiring any which requires other Indebtedness or material Contractual Obligation to be equally and ratably secured with the Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Except Other than pursuant to the Loan Documents, any pre-petition Contractual Obligations subject to the automatic stay Documents 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)) and restrictions and conditions imposed under applicable law, such Loan Party shall not, and shall not permit any of its Subsidiaries to, after the Petition Date, (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 NY 72168370v12 any Loan Party or any other Subsidiary of the Borrower Loan Parties or (b) enter into or suffer to exist or become effective any agreement prohibiting which prohibits or limiting limits the ability of the Borrower any Loan Party or any Subsidiary of the Borrower Loan Parties 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 requiring 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. Except Other than pursuant to the Loan Documents, any pre-petition Contractual Obligations subject to the automatic stay 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), such Loan Party the Company shall not, and shall 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 any Borrower or any other Subsidiary of the Borrower thereof or (b) enter into or suffer to exist or become effective any agreement prohibiting or 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 requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Except Other than pursuant to the Loan Documents, any pre-petition Contractual Obligations subject to the automatic stay Documents and any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by clause (b), (d) ), or (e) of Section 8.1 (in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby), such the Loan Party shall Parties will not, and shall will not permit any of its Subsidiaries other Group Members 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 Group Member or (b) enter into or suffer to exist or become effective any agreement prohibiting which prohibits or limiting limits the ability of the Borrower or any Subsidiary of the Borrower Group Member 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 requiring any which requires other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations, except for (i) agreements entered into in the ordinary course of business as conducted at the date hereof, (ii) agreements relating to the granting of Customary Permitted Liens upon the assets subject to such Customary Permitted Lien and (iii) agreements relating to Liens upon Leases with an annual rental payment of less than $500,000 or owned Real Property of a value less than $500,000.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Except Other than pursuant to the Loan Documents, any pre-petition Contractual Obligations subject to the automatic stay Documents 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)) and restrictions and conditions imposed under applicable law, such Loan Party shall not, and shall not permit any of its Subsidiaries to, after the Petition Date, (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 prohibiting which prohibits or limiting 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 requiring which requires any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Obligations.