Common use of Restrictive Agreements, etc Clause in Contracts

Restrictive Agreements, etc. Each Credit Party will not, and will not permit any of its Subsidiaries, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired; (b) the ability of such Person to amend or otherwise modify any Credit Document or waive, consent to or otherwise deviate from any provision under any Credit Document; or (c) the ability of such Person to make any payments, directly or indirectly, to any Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (i) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of its Subsidiaries entered into in the ordinary course of business, (ii) for the assignment of any contract or licensed intellectual property entered into by any Credit Party or any of its Subsidiaries in the ordinary course of business or (iii) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement.

Restrictive Agreements, etc. Each No Credit Party will, nor will not, and will not it permit any of its SubsidiariesSubsidiaries to, to enter into any agreement (other than a Credit Documenti) prohibiting: (a) prohibiting the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired; , or limiting in any way granting to the Secured Parties (bor any of them) a Lien on any of its assets, (ii) restricting the ability of such Person a Credit Party or any of its Subsidiaries to amend or otherwise modify any Credit Document or waiveLoan Document, consent to or otherwise deviate from (iii) containing any provision which could reasonably be expected to be violated or breached by a party hereunder by the performance by such party of any of its obligations hereunder or under any Credit other Loan Document; or , (civ) encumbering or restricting the ability of such Person a Credit Party or any of its Subsidiaries to (a) make any payments, directly or indirectly, to any the Borrower, including by way of dividends, advances, repayments of loansIndebtedness owed to the Borrower, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, (b) make loans or advances to the Borrower or (c) transfer any of its assets or properties to the Borrower. The foregoing prohibitions shall not apply to customary restrictions contained in (x) any Loan Document or (y) in the case of the type described in clause (ai), any agreement governing any Indebtedness permitted by clause (e) above (which do not prohibit of Section 8.2 as to the Credit Parties from complying assets financed with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (i) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of its Subsidiaries entered into in the ordinary course of business, (ii) for the assignment of any contract or licensed intellectual property entered into by any Credit Party or any of its Subsidiaries in the ordinary course of business or (iii) for the transfer of any asset pending the close of the sale proceeds of such asset pursuant to a Disposition permitted under this AgreementIndebtedness.

Restrictive Agreements, etc. Each No Credit Party will notshall, and will not no Credit Party shall permit any of its SubsidiariesSubsidiaries to, to enter into any agreement (other than a Credit Transaction Document) prohibiting: (a) the creation or assumption by any Credit Party of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired; (b) the ability of such Person to amend or otherwise modify any Credit Document or waive, consent to or otherwise deviate from any provision under any Credit Document; or (c) the ability of such Person to make any paymentsdividends, directly or indirectly, to any Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investmentsthe Credit Parties. The foregoing prohibitions shall not apply to (i) customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (iA) governing any Indebtedness permitted by Section 9.01(d) as to assets financed with the proceeds of such Indebtedness, (B) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of its Subsidiaries entered into in the ordinary course of business, (iiC) for the assignment of any contract or licensed intellectual property entered into by any Credit Party or any of its Subsidiaries in the ordinary course of business or (iiiD) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement., (ii) the agreements listed on Schedule 9.10, (iii) agreements in relation to the obligations set forth in Section 9.01(q) and (y) and (iv) any subordination agreement entered into by the Administrative Agent and any applicable counterparty as required hereunder;

Restrictive Agreements, etc. Each Credit Party will not, and will not permit any of its Subsidiaries, to No Company shall enter into any agreement (other than a Credit Document) prohibiting: prohibiting (a) the creation or assumption of any Lien upon its properties, revenues properties or assetsrevenues, whether now owned or hereafter acquired; , (b) the ability of such Person to amend or otherwise modify any Credit Document or waive, consent to or otherwise deviate from any provision under any Credit Document; or (c) the ability of such Person to make any payments, directly or indirectly, to any the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (i) governing any Indebtedness permitted by Section 6.01(d) as to the transfer of assets financed with the proceeds of such Indebtedness, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of its Subsidiaries Company entered into in the ordinary course of business, (iiiii) for the assignment of any contract or licensed intellectual property entered into by any Credit Party or any of its Subsidiaries Company in the ordinary course of business or (iiiiv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement.

Restrictive Agreements, etc. Each Credit Party will not, and will not permit any of its Subsidiaries, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired; (b) the ability of such Person to amend or otherwise modify any Credit Document or waive, consent to or otherwise deviate from any provision under any Credit Document; oror ​ (c) the ability of such Person to make any payments, directly or indirectly, to any Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. ​ The foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (i) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of its Subsidiaries entered into in the ordinary course of business, (ii) for the assignment of any contract or licensed intellectual property entered into by any Credit Party or any of its Subsidiaries in the ordinary course of business or (iii) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement.. ​

Restrictive Agreements, etc. Each Credit Party The Borrowers will not, and will not permit any of its Subsidiariestheir Subsidiaries to, to enter into any contract, agreement (other than a Credit Document) prohibitingor understanding prohibiting or in any way restricting: (a) the creation granting, conveying, creation, imposition or assumption of any Lien upon its properties, revenues or assetssecurity interest on or in any Properties (including revenues) of any Borrower or any Subsidiary, whether now owned or hereafter acquired;acquired or which requires the consent of or notice to other Persons in connection therewith; . (b) the ability of such Person any Borrower or any Subsidiary of any Borrower to amend or otherwise modify any Credit Document or waive, consent to or otherwise deviate from any provision under any Credit Loan Document; or (c) the ability of such Person any Subsidiary to make any sales or transfers or payments, directly or indirectly, to the Borrowers, or the ability of the Borrowers to make any Borrowersales or transactions or payments, directly or indirectly, to other Borrowers, including by way of dividends, distributions, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions contained (i) in any Loan Document, (ii) in the Indenture or other Senior Secured Note Documents, or (iii) in the case of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and Section 7.2.13, any agreement governing any Indebtedness permitted by clause (d) of Section 7.2.2 as to the other Credit Documents) which are contained in any agreement, (i) for Properties permitted to be financed with the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of its Subsidiaries entered into in the ordinary course of business, (ii) for the assignment of any contract or licensed intellectual property entered into by any Credit Party or any of its Subsidiaries in the ordinary course of business or (iii) for the transfer of any asset pending the close of the sale proceeds of such asset pursuant to a Disposition permitted under this AgreementIndebtedness.

Restrictive Agreements, etc. Each Credit Party will notNone of the Parent, and will not permit the Borrower or any of its Subsidiaries, to the Subsidiaries will enter into any agreement prohibiting (other than a Credit Documenti) prohibiting: (a) after giving effect to anti-assignment provisions of the Uniform Commercial Code and applicable Laws, the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired; acquired (bexcept for those assets held in Governmental Collection Accounts), (ii) the ability of such Person the Parent, the Borrower or any of the Guarantors to amend or otherwise modify any Credit Document Investment Document, or waive, consent to or otherwise deviate from any provision under any Credit Document; or (ciii) the ability of such Person the Parent, the Borrower or any Subsidiary to make any payments, directly or indirectly, to any the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions of the type described in clause contained (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any Investment Document (including any applicable intercreditor or subordination agreement), (b) in the case of clause (i), in any agreement governing any Indebtedness permitted by Section 8.2(d) for as to the creation assets financed with the proceeds of such Indebtedness, (c) restrictions arising under applicable Laws, (d) customary provisions in leases, licenses and other contracts regarding confidentiality or assumption of any Lien on restricting the sublet assignment, pledge or assignment of any leasehold interest of any Credit Party or any of its Subsidiaries transfer thereof, entered into in the ordinary course of business, (iie) customary provisions in contracts for the assignment disposition of any contract assets in compliance with Section 8.8, and (f) customary net worth provisions or licensed intellectual property similar financial maintenance provisions contained in any agreement entered into by any Credit Party or any of its Subsidiaries in the ordinary course of business or (iii) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this AgreementSubsidiary.

Restrictive Agreements, etc. Each Credit Party will not, and will not permit any of its Subsidiaries, to enter into any agreement (other than a Credit Document) prohibiting: (a) other than the documents evidencing the Refinancing Indebtedness, the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired; (b) the ability of such Person to amend or otherwise modify any Credit Document or waive, consent to or otherwise deviate from any provision under any Credit Document; or (c) other than the documents evidencing the Refinancing Indebtedness, the ability of such Person to make any payments, directly or indirectly, to any Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (i) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of its Subsidiaries entered into in the ordinary course of business, (ii) for the assignment of any contract or licensed intellectual property entered into by any Credit Party or any of its Subsidiaries in the ordinary course of business or (iii) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Agreement.

Restrictive Agreements, etc. Each Credit Party The Borrowers will not, and will not permit any of its Subsidiariestheir Restricted Subsidiaries to, to enter into any contract, agreement (other than a Credit Document) prohibitingor understanding prohibiting or in any way restricting: (a) the creation granting, conveying, creation, imposition or assumption of any Lien upon its properties, revenues or assetssecurity interest on or in any Properties (including revenues) of any Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired;acquired or which requires the consent of or notice to other Persons in connection therewith; . (b) the ability of such Person any Borrower or any Restricted Subsidiary of any Borrower to amend or otherwise modify any Credit Document or waive, consent to or otherwise deviate from any provision under any Credit Loan Document; or (c) the ability of such Person any Restricted Subsidiary to make any sales or transfers or payments, directly or indirectly, to the Borrowers, or the ability of the Borrowers to make any Borrowersales or transactions or payments, directly or indirectly, to other Borrowers, including by way of dividends, distributions, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The foregoing prohibitions shall not apply to customary restrictions contained (i) in any Loan Document, (ii) in the Existing Indenture, any document granting a Lien to secure the payment of the type described Existing Senior Secured Notes, the Indenture or other Senior Secured Note Documents, or (iii) in the case of clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and Section 7.2.13, any agreement governing any Indebtedness permitted by clause (d) of Section 7.2.2 as to the other Credit Documents) which are contained in any agreement, (i) for Properties permitted to be financed with the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of its Subsidiaries entered into in the ordinary course of business, (ii) for the assignment of any contract or licensed intellectual property entered into by any Credit Party or any of its Subsidiaries in the ordinary course of business or (iii) for the transfer of any asset pending the close of the sale proceeds of such asset pursuant to a Disposition permitted under this AgreementIndebtedness.

Restrictive Agreements, etc. Each Credit Party Holdings and the Borrower will not, and will not permit any of its Subsidiariestheir respective Subsidiaries to, to enter into any agreement (other than a Credit Document) prohibiting: (a) the creation or assumption of any Lien upon its any properties, revenues or assetsassets of any Obligor, whether now owned or hereafter acquired, for the benefit of any Secured Party; (b) the ability of such Person any Obligor to amend or otherwise modify any Credit Document or waive, consent to or otherwise deviate from any provision under any Credit Loan Document; or (c) the ability of such Person any Subsidiary to make any payments, directly or indirectly, to any the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or transfer any of its assets or property to the Borrower. The foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any agreement, (i) for the creation or assumption of in any Lien on the sublet or assignment of any leasehold interest of any Credit Party or any of its Subsidiaries entered into Loan Document in the ordinary course of businessBridge Loan Agreement or in any Other Debt Document, (ii) for the assignment of any contract or licensed intellectual property entered into by any Credit Party or any of its Subsidiaries in the ordinary course case of business or clauses (a) and (c), in any agreement governing any Indebtedness permitted by clause (f) of Section 7.2.2 as to the assets financed with the proceeds of such Indebtedness and (iii) for in the case of clause (c), pursuant to (A) applicable law, (B) customary non-assignment provisions in leases or other contracts or (C) customary provisions restricting the transfer of any asset pending the close of the sale of such asset pursuant property or assets that are subject to a Disposition permitted under this AgreementPermitted Lien or an agreement to transfer such property or assets.

Restrictive Agreements, etc. Each Credit Loan Party will not, and will not permit any of its Subsidiaries, to enter into any agreement (other than a Credit Loan Document) prohibitingprohibiting or conflicting with any right granted hereunder with respect to: (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquiredacquired (other than documentation related to Permitted Liens); (b) the ability of such Person to amend or otherwise modify any Credit Document or waive, consent to or otherwise deviate from any provision under any Credit Loan Document; or (c) the ability of such Person to make any payments, directly or indirectly, to any the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments. The ; provided, however, that the foregoing prohibitions shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Loan Parties from complying with or performing the terms of this Loan Agreement and the other Credit Loan Documents) which are contained in any agreement, (i) governing any Indebtedness permitted by Section 9.01(c) as to the transfer of assets financed with the proceeds of such Indebtedness, (ii) for the creation or assumption of any Lien on the sublet or assignment of any leasehold interest of any Credit Loan Party or any of its Subsidiaries entered into in the ordinary course of business, (iiiii) for the assignment of any contract or licensed intellectual property entered into by any Credit Loan Party or any of its Subsidiaries in the ordinary course of business or (iiiiv) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Loan Agreement.