Common use of Restrictive Agreements, etc Clause in Contracts

Restrictive Agreements, etc. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, enter into any agreement (other than a 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 (c) the ability of such Person to make any dividends, directly or indirectly, to the 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, (A) 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, (C) for the assignment of any contract entered into by any Credit Party or any of its Subsidiaries in the ordinary course of business or (D) 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. No Each Credit Party shallwill not, and no Credit Party shall will not permit any of its Subsidiaries toSubsidiaries, to enter into any agreement (other than a Transaction Credit 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; oror ​ (c) the ability of such Person to make any dividendspayments, directly or indirectly, to the Credit Partiesany 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 (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, (A) governing any Indebtedness permitted by Section 9.01(d) as to assets financed with the proceeds of such Indebtedness, (Bi) 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, (Cii) 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 (Diii) 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. No Credit Party shall, and no Credit Party Company shall permit any of its Subsidiaries to, enter into any agreement (other than a Transaction Credit Document) prohibiting: prohibiting (a) the creation or assumption by any Credit Party 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 Document or (c) the ability of such Person to make any dividendspayments, directly or indirectly, to the Credit PartiesBorrower, 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 (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, (Ai) governing any Indebtedness permitted by Section 9.01(d6.01(d) as to the transfer of assets financed with the proceeds of such Indebtedness, (Bii) 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, (Ciii) for the assignment of any contract entered into by any Credit Party or any of its Subsidiaries Company in the ordinary course of business or (Div) 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. No Each Credit Party shallwill not, and no Credit Party shall will not permit any of its Subsidiaries toSubsidiaries, to enter into any agreement (other than a Transaction Credit 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 dividendspayments, directly or indirectly, to the Credit Partiesany 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 (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, (A) governing any Indebtedness permitted by Section 9.01(d) as to assets financed with the proceeds of such Indebtedness, (Bi) 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, (Cii) 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 (Diii) 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. No Credit Party shallwill, and no Credit Party shall nor will it permit any of its Subsidiaries to, enter into any agreement (other than a Transaction Documenti) prohibiting: (a) prohibiting the creation or assumption by any Credit Party 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 Loan Document; or , (ciii) 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 other Loan Document, (iv) encumbering or restricting the ability of such Person a Credit Party or any of its Subsidiaries to (a) make any dividendspayments, directly or indirectly, to the Credit PartiesBorrower, including by way of dividends, advances, repayments of Indebtedness 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 restrictions contained in (x) any Loan Document or (y) in the case of clause (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, (A) agreement governing any Indebtedness permitted by clause (e) of Section 9.01(d) 8.2 as to the 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, (C) for the assignment of any contract entered into by any Credit Party or any of its Subsidiaries in the ordinary course of business or (D) 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. No Each Credit Party shallwill not, and no Credit Party shall will not permit any of its Subsidiaries toSubsidiaries, to enter into any agreement (other than a Transaction Credit Document) prohibiting: (a) other than the documents evidencing the Refinancing Indebtedness, 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) other than the documents evidencing the Refinancing Indebtedness, the ability of such Person to make any dividendspayments, directly or indirectly, to the Credit Partiesany 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 (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, (A) governing any Indebtedness permitted by Section 9.01(d) as to assets financed with the proceeds of such Indebtedness, (Bi) 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, (Cii) 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 (Diii) 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. No Credit Party shallThe Borrowers will not, and no Credit Party shall will not permit any of its their Subsidiaries to, enter into any contract, agreement (other than a Transaction Document) prohibitingor understanding prohibiting or in any way restricting: (a) the creation granting, conveying, creation, imposition or assumption by any Credit Party 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 Loan Document; or (c) the ability of such Person any Subsidiary to make any dividendssales or transfers or payments, directly or indirectly, to the Credit PartiesBorrowers, or the ability of the Borrowers to make any sales 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 restrictions contained (i) customary restrictions 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 the other Credit Documents) which are contained in Section 7.2.13, any agreement, (A) agreement governing any Indebtedness permitted by clause (d) of Section 9.01(d) 7.2.2 as to assets the Properties permitted to be 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, (C) for the assignment of any contract entered into by any Credit Party or any of its Subsidiaries in the ordinary course of business or (D) 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. No Credit Each Loan Party shall, and no Credit Party shall permit any of its Subsidiaries to, will not enter into any agreement (other than a Transaction Loan Document) prohibitingprohibiting or conflicting with any right granted hereunder with respect to: (a) the creation or assumption by any Credit Party 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 Loan Document; or (c) the ability of such Person to make any dividendspayments, directly or indirectly, to the Credit Parties. 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; provided, however, that the foregoing prohibitions shall not apply to (i) 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, (Ai) governing any Indebtedness permitted by Section 9.01(d9.01(c) as to the transfer of assets financed with the proceeds of such Indebtedness, (Bii) 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, (Ciii) for the assignment of any contract entered into by any Credit Loan Party or any of its Subsidiaries in the ordinary course of business or (Div) for the transfer of any asset pending the close of the sale of such asset pursuant to a Disposition permitted under this Loan 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. No Credit Party shallNone of Holdings, and no Credit Party shall permit the Borrower or any of its the Subsidiaries to, will enter into any agreement (other than a Transaction Document) prohibiting: 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 Holdings, the Borrower or any Subsidiary to amend or otherwise modify any Credit Loan Document; or , or (c) the ability of such Person to Holdings, the Borrower or any Subsidiary w make any dividendspayments, directly or indirectly, to the Credit PartiesBorrower, 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 restrictions contained (i) customary restrictions in any Loan Document, (ii) 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 the other Credit Documents) which are contained ), in any agreement, (A) agreement governing any Indebtedness permitted by Section 9.01(d8.2(e) as to the assets financed with the proceeds of such Indebtedness, (Biii) for the creation or assumption of in any Lien on the sublet or assignment of agreement governing any leasehold interest of any Credit Party Investment permitted by Section 8.5 or any of its Subsidiaries entered into in the ordinary course of business, (C) for the assignment of any contract entered into by any Credit Party or any of its Subsidiaries in the ordinary course of business or (D) 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 by Section 8.8 to the obligations set forth in Section 9.01(q) and (y) and extent such restrictions apply to the asset or property subject to such Investment or Disposition, as applicable, (iv) in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate only to the assets subject thereto, or (v) in any subordination agreement entered into by the Administrative Agent and Permit (including any applicable counterparty as required hereunder;Key Permit) or any Regulatory Authorization.

Restrictive Agreements, etc. No Credit Party shallHoldings and the Borrower will not, and no Credit Party shall will not permit any of its their respective Subsidiaries to, enter into any agreement (other than a Transaction Document) prohibiting: (a) the creation or assumption by any Credit Party 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 Loan Document; or (c) the ability of such Person any Subsidiary to make any dividendspayments, directly or indirectly, to the Credit PartiesBorrower, 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 restrictions contained (i) customary restrictions in any Loan Document in the Bridge Loan Agreement or in any Other Debt Document, (ii) in the case of the type described in clause clauses (a) above and (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 c), in any agreement, (A) agreement governing any Indebtedness permitted by clause (f) of Section 9.01(d) 7.2.2 as to the assets financed with the proceeds of such IndebtednessIndebtedness and (iii) in the case of clause (c), pursuant to (A) applicable law, (B) for the creation customary non-assignment provisions in leases or assumption of any Lien on the sublet other contracts or assignment of any leasehold interest of any Credit Party or any of its Subsidiaries entered into in the ordinary course of business, (C) for the assignment of any contract entered into by any Credit Party or any of its Subsidiaries in the ordinary course of business or (D) for 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 Agreement, (ii) the agreements listed on Schedule 9.10, (iii) agreements in relation Permitted Lien or an agreement 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;transfer such property or assets.