Common use of Restrictive Agreements, etc Clause in Contracts

Restrictive Agreements, etc. None of the Borrower or any of the Subsidiaries will enter into any agreement prohibiting (i) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, (ii) the ability of the Borrower or any of the Subsidiaries to amend or otherwise modify any Loan Document, or (iii) the ability of the Borrower or any Subsidiary to make any payments, directly or indirectly, to 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 restrictions contained (x) in any Loan Document, (y) in the case of clause (i), (A) contained in any agreement governing any Indebtedness permitted by clauses (c), (e), or (k) of Section 8.2 as to the assets financed with the proceeds of such Indebtedness and secured by Liens permitted by clauses (e) or (k) of Section 8.3, or (B) contained in any agreement governing an Indebtedness permitted by clause (j) of Section 8.2, or (C) with respect to restrictions on assignment customarily found in leases, licenses and other contracts, or (z) in the case of clause (iii), any Indebtedness permitted by clauses (e) or (f) of Section 8.2.

Restrictive Agreements, etc. None of the Borrower or any of the Subsidiaries will enter into any agreement prohibiting (i) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, (ii) the ability of the Borrower or any of the Subsidiaries to amend or otherwise modify any Loan Document, or (iii) the ability of the Borrower or any Subsidiary to make any payments, directly or indirectly, to 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 restrictions contained (x) in any Loan Document, or (y) in the case of clause (i), (A) contained in any agreement governing any Indebtedness permitted by clauses (c), (e), ) or (k) of Section 8.2 as to the assets financed with the proceeds of such Indebtedness and secured by Liens permitted by clauses (e) or (k) of Section 8.3, or (B) contained in any agreement governing an Indebtedness permitted by clause (j) of Section 8.2, or (C) with respect to restrictions on assignment customarily found in leases, licenses and other contractsContracts, or (z) in the case of clause (iii), any Indebtedness permitted by clauses (e) or (f) of Section 8.2.

Restrictive Agreements, etc. None of Each Borrower will not, and the Cayman Borrower or will not permit any of the its Subsidiaries will to, enter into any agreement prohibiting prohibiting (ia) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, ; (iib) the ability of the Borrower or any of the Subsidiaries Borrowers to amend or otherwise modify any Loan Document, or ; or (iiic) the ability of the Borrower or any Subsidiary to make any payments, directly or indirectly, to the BorrowerBorrowers, 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 any of the following: (i) restrictions contained (x) in any Loan Document, , (yii) restrictions in the terms and conditions of any refinancing Indebtedness that is incurred in compliance with Section 7.2.2(a), (iii) in the case of clause clauses (ia) and (c), (A) contained restrictions in any agreement governing any Indebtedness permitted by clauses Section 7.2.2(c), Section 7.2.2(e), Section 7.2.2(f), Section 7.2.2(h) and Section 7.2.2(i) (but in the case of Section 7.2.2(i), clause (c) shall apply only insofar as the restriction provides that dividends or other restricted payments cannot be made by the borrower of such Indebtedness during the continuance of a default with respect to such Indebtedness) and in the case of Sections 7.2.2(e) and (f), clause (e), or (ka) of Section 8.2 shall apply only as to the assets financed with the proceeds of such Indebtedness and secured by Liens permitted by clauses Indebtedness), (e) or (k) of Section 8.3, or (B) contained in any agreement governing an Indebtedness permitted by clause (j) of Section 8.2, or (C) with respect to restrictions on assignment customarily found in leases, licenses and other contracts, or (ziv) in the case of clause (iiia), (x) restrictions in any agreement governing any Indebtedness permitted by clauses Section 7.2.2(n) and Section 7.2.2(o), in each case, only to the extent restrictions in any agreement governing such Indebtedness do not prohibit or restrict the Liens under the Security Agreements, (ey) restrictions in respect of property encumbered by Liens permitted by Section 7.2.3 so long as such restriction applies only to the asset encumbered by such permitted Lien and (z) customary provisions in leases and service contracts entered into in the ordinary course of business between the Cayman Borrower or any Subsidiary and its customers and other contracts restricting the assignment thereof, (v) in the case of clause (c), restrictions in any agreement governing any Indebtedness permitted by Section 7.2.2(o), only to the extent such restrictions prohibit the payment of dividends during the continuance of an event of default with respect to such Indebtedness or are, in the Administrative Agent’s reasonable discretion, otherwise customary in the applicable market for debt transactions of that nature, (vi) conditions imposed by law, regulation, court order, rule or decree, (vii) restrictions in any agreement in effect at the time any Person becomes a Subsidiary of the Cayman Borrower (provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary), (viii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary (or the assets of a Subsidiary) pending such sale (provided that such restrictions and conditions apply only to the Subsidiary that is to be sold (or whose assets are to be sold) and such sale is permitted under this Agreement, (ix) restrictions contained on the Closing Date in any Organic Document of the Cayman Borrowers or any of its Subsidiaries, or (fx) restrictions described in Item 7.2.14 of Section 8.2the Disclosure Schedule.

Restrictive Agreements, etc. None of the Borrower or The Borrowers will not, and will not permit any of their Subsidiaries (or, except in connection with a Reorganization Plan, apply to the Subsidiaries will Bankruptcy Court for authority for any of them) to, enter into any agreement prohibiting prohibiting (ia) the creation or assumption of any Lien upon its their properties, revenues or assets, whether now owned or hereafter acquired, ; (iib) the ability of the Borrower or any of the Subsidiaries Obligor to amend or otherwise modify any Loan Document, or ; or (iiic) the ability of the Borrower or any Subsidiary to make any payments, directly or indirectly, to the BorrowerBorrowers, or the ability of the Borrowers to make any payments, directly or indirectly, to other Borrowers, 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 (xi) in any Loan Document, (yii) in the case of clause (ia), (A) contained in any agreement governing any Indebtedness permitted by clauses (c), clause (e), or (k) of Section 8.2 7.2.2 as to the assets financed with the proceeds of such Indebtedness and secured by Liens permitted by clauses (e) or (k) of Section 8.3, or (B) contained in any agreement governing an Indebtedness permitted by clause (j) of Section 8.2, or (C) with respect to restrictions on assignment customarily found in leases, licenses and other contracts, or (ziii) in the case of clause (iii), any Indebtedness permitted by clauses (ea) or and (fc) of above, in the Canadian Facility entered into by Sterling Pulp Chemicals, Ltd. in accordance with Section 8.27.2.17. The Administrative Agent is hereby authorized to release Sterling Pulp Chemicals, Ltd. from its obligations under this Section in connection with a transaction permitted under Section 7.2.17.

Restrictive Agreements, etc. None of the Borrower or The Borrowers will not, and will not permit any of the their respective Subsidiaries will to, enter into any agreement prohibiting (iexcluding restrictions on Receivables Co. contained in documentation delivered in respect of the Permitted Receivables Transaction) prohibiting (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, ; (iib) the ability of the Borrower or any of the Subsidiaries Obligor to amend or otherwise modify any Loan Document, or ; or (iiic) the ability of the Borrower or any Subsidiary to make any payments, directly or indirectly, to the 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 restrictions contained (xi) in any Loan Document, (yii) in the case of clause (ia), (A) contained in any agreement governing any Indebtedness permitted by clauses (c), clause (e), or (k) of Section 8.2 7.2.2 as to the assets financed with the proceeds of such Indebtedness and secured by Liens permitted by clauses (e) or (k) of Section 8.3Indebtedness, or (Biii) contained in the case of clauses (a) and (c), any agreement of a Foreign Subsidiary governing an the Indebtedness permitted by clause (jf)(ii) of Section 8.2, or (C) with respect to restrictions on assignment customarily found in leases, licenses and other contracts, or (z) in the case of clause (iii), any Indebtedness permitted by clauses (e) or (f) of Section 8.27.2.2.

Restrictive Agreements, etc. None of the Holdings and each Borrower or will not, and will not permit any of the their respective Subsidiaries will to, enter into any agreement prohibiting prohibiting (ia) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, acquired securing any Obligations; (iib) the ability of the Borrower or any of the Subsidiaries Obligor to amend or otherwise modify any Loan Document, or ; or (iiic) the ability of the Borrower or any Subsidiary to make any payments, directly or indirectly, to the either 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 restrictions contained (xi) in any Loan Document or Second-Lien Document, (yii) in the case of clause (ia), (A) contained in any agreement governing any Indebtedness permitted by clauses (c), clause (e), or (k) of Section 8.2 7.2.2 as to the assets financed with the proceeds of such Indebtedness and secured by Liens permitted by clauses (e) or (k) of Section 8.3Indebtedness, or (Biii) contained in the case of clauses (a) and (c), any agreement of a Foreign Subsidiary governing an the Indebtedness permitted by clause (jf)(ii) of Section 8.2, or (C) with respect to restrictions on assignment customarily found in leases, licenses and other contracts, or (z) in the case of clause (iii), any Indebtedness permitted by clauses (e) or (f) of Section 8.27.2.2.

Restrictive Agreements, etc. None of the The Borrower or will not, and will not permit any of the its Subsidiaries will to, enter into any agreement prohibiting 89 123 (ia) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, for the benefit of any Secured Party; (iib) the ability of the Borrower or any of the Subsidiaries Obligor to amend or otherwise modify any Loan Document, or ; or (iiic) the ability of the Borrower or any Subsidiary to make any payments, directly or indirectly, to 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 restrictions contained (xi) in any Loan Document, (yii) in the case of clause clauses (ia) and (c), in (A) contained in any agreement governing any Indebtedness permitted by clauses (c), clause (e), or (k) of Section 8.2 7.2.2 as to the assets financed with the proceeds of such Indebtedness and secured by Liens permitted by clauses (e) or (k) of Section 8.3, or (B) contained in any agreement of a Foreign Subsidiary governing an the Indebtedness permitted by clause (ji) of Section 8.2, or 7.2.2 as to the assets of such Foreign Subsidiary and (C) with respect to restrictions on assignment customarily found in leases, licenses and other contracts, or (ziii) in the case of clause (iiic), any Indebtedness permitted by clauses pursuant to (eA) applicable law, (B) customary non-assignment provisions in leases or (fC) customary provisions restricting the transfer of Section 8.2property or assets that are subject to an agreement to transfer such property or assets.

Restrictive Agreements, etc. None of the Holdings and each Borrower or will not, and will not permit any of the their respective Subsidiaries will to, enter into any agreement prohibiting (i) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquiredacquired securing any Obligations, (ii) the ability of the Borrower or any of the Subsidiaries Obligor to amend or otherwise modify any Loan Document, or (iii) the ability of the Borrower or any Subsidiary to make any payments, directly or indirectly, to the either 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 restrictions contained (x) in any Loan DocumentDocument or First-Lien Document or any agreement governing any other Indebtedness permitted by clause (b) of Section 7.2.2, (y) in the case of clause (i), (A) contained in any agreement governing any Indebtedness permitted by clauses (c), clause (e), or (k) of Section 8.2 7.2.2 as to the assets financed with the proceeds of such Indebtedness and secured by Liens permitted by clauses (e) or (k) of Section 8.3, or (B) contained in any agreement governing an Indebtedness permitted by clause (j) of Section 8.2, or (C) with respect to restrictions on assignment customarily found in leases, licenses and other contracts, or (z) in the case of clause clauses (i) and (iii), any agreement of a Foreign Subsidiary governing the Indebtedness permitted by clauses clause (e) or (ff)(ii) of Section 8.27.2.2.

Restrictive Agreements, etc. None of The Parent and the Borrower or will not, and will not permit any of the their respective Subsidiaries will to, enter into any agreement prohibiting prohibiting (ia) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, ; (iib) the ability of the Borrower or any of the Subsidiaries Obligor to amend or otherwise modify any Loan Document, or ; or (iiic) the ability of the Borrower or any Subsidiary to make any payments, directly or indirectly, to the Parent or 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 restrictions contained (xi) in any Loan Document, (yii) in the case of clause (ia), (A) contained in any agreement governing any Indebtedness permitted by clauses (c), clause (e), or (k) of Section 8.2 7.2.2 as to the creation of Liens on the assets financed with the proceeds of such Indebtedness and secured by Liens permitted by clauses (e) or (k) of Section 8.3Indebtedness, or (Biii) contained in the case of clauses (a) and (c), any agreement of a Foreign Subsidiary governing an the Indebtedness permitted by clause (j) of Section 8.2, or (C) with respect to restrictions on assignment customarily found in leases, licenses and other contracts, or (z) in the case of clause (iii), any Indebtedness permitted by clauses (e) or (f) of Section 8.27.2.2.

Restrictive Agreements, etc. None of the The Borrower or will not, and will not permit any of the its Subsidiaries will to, enter into any agreement prohibiting prohibiting (ia) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, ; (iib) the ability of the Borrower or any of the Subsidiaries Obligor to amend or otherwise modify this Agreement or any other Loan Document, or ; or (iiic) the ability of the Borrower or any Subsidiary to make any payments, directly or indirectly, to 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 restrictions contained (xi) in this Agreement and any other Loan Document, (yii) in the case of clause (ia), (A) contained in any agreement governing any Indebtedness permitted by clauses (c), clause (e), or (k) of Section 8.2 7.2.2 as to the assets financed with the proceeds of such Indebtedness and secured by Liens permitted by clauses (e) or (k) of Section 8.3Indebtedness, or (Biii) contained in the case of clauses (a) and (c), any agreement of a Foreign Subsidiary governing an the Indebtedness permitted by clause (jj)(ii) of Section 8.2, 7.2.2 or (C) with respect to restrictions on assignment customarily found in leases, licenses and other contracts, or (z) in the case of clause (iii), any agreement governing Indebtedness permitted by clauses clause (e) or (fl) of Section 8.27.2.2.

Restrictive Agreements, etc. None of Holdings and the Borrower or will not, and will not permit any of the their respective Subsidiaries will to, enter into any agreement prohibiting prohibiting (ia) 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; (iib) the ability of the Borrower or any of the Subsidiaries Obligor to amend or otherwise modify any Loan Document, or ; or (iiic) the ability of the Borrower or any Subsidiary to make any payments, directly or indirectly, to 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 restrictions contained (xi) in any Loan Document, (yii) in the case of clause clauses (ia) and (c), (A) contained in any agreement governing any Indebtedness permitted by clauses clause (c), (e), or (kf) of Section 8.2 7.2.2 as to the assets financed with the proceeds of such Indebtedness and secured by Liens permitted by clauses (e) or (k) of Section 8.3, or (B) contained in any agreement governing an Indebtedness permitted by clause (j) of Section 8.2, or (C) with respect to restrictions on assignment customarily found in leases, licenses and other contracts, or (ziii) in the case of clause clauses (iiia) and (c), pursuant to (A) applicable law, (B) customary non-assignment provisions in leases or other contracts, (C) customary provisions restricting the transfer of property or assets that are subject to a Permitted Lien or an agreement to transfer such property or assets and (D) in any agreement governing any Indebtedness permitted by clauses (ej), (m) or and (fv)(ii) of Section 8.27.2.2; provided that, with respect to any such Indebtedness of the type permitted by clause (m) of Section 7.2.2, this clause (D) shall only apply with respect to agreements in effect as of the time such Indebtedness is assumed.

Restrictive Agreements, etc. None of Each Borrower will not, and the Cayman Borrower or will not permit any of the its Subsidiaries will to, enter into any agreement prohibiting prohibiting (ia) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, ; (iib) the ability of the Borrower or any of the Subsidiaries Borrowers to amend or otherwise modify any Loan Document, or ; or (iiic) the ability of the Borrower or any Subsidiary to make any payments, directly or indirectly, to the BorrowerBorrowers, 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 any of the following: (i) restrictions contained (x) in any Loan Document, , (yii) restrictions in the terms and conditions of any refinancing Indebtedness that is incurred in compliance with Section 7.2.2(a), (iii) in the case of clause clauses (ia) and (c), (A) contained restrictions in any agreement governing any Indebtedness permitted by clauses Section 7.2.2(c), Section 7.2.2(e), Section 7.2.2(f), Section 7.2.2(h) and Section 7.2.2(i) (but in the case of Section 7.2.2(i), clause (c) shall apply only insofar as the restriction provides that dividends or other restricted payments cannot be made by the borrower of such Indebtedness during the continuance of a default with respect to such Indebtedness) and in the case of Sections 7.2.2(e) and (f), clause (e), or (ka) of Section 8.2 shall apply only as to the assets financed with the proceeds of such Indebtedness and secured by Liens permitted by clauses Indebtedness), (e) or (k) of Section 8.3, or (B) contained in any agreement governing an Indebtedness permitted by clause (j) of Section 8.2, or (C) with respect to restrictions on assignment customarily found in leases, licenses and other contracts, or (ziv) in the case of clause (iiia), (x) restrictions in any agreement governing any Indebtedness permitted by clauses Section 7.2.2(n) and Section 7.2.2(o), in each case, only to the extent restrictions in any agreement governing such Indebtedness do not prohibit or restrict the Liens under the Security Agreements, (ey) restrictions in respect of property encumbered by Liens permitted by Section 7.2.3 so long as such restriction applies only to the asset encumbered by such permitted Lien and (z) customary provisions in leases and service contracts entered into in the ordinary course of business between the Cayman Borrower or any Subsidiary and its customers and other contracts restricting the assignment thereof, (fv) in the case of clause (c), restrictions in any agreement governing any Indebtedness permitted by Section 8.27.2.2(o), only to the extent such restrictions prohibit the payment of dividends during the continuance of an event of default with respect to such Indebtedness or are, in the Administrative Agent’s reasonable discretion, otherwise customary in the applicable market for debt transactions of that nature, (vi) conditions imposed by law, regulation, court order, rule or decree, (vii) restrictions in any agreement in effect at the time any Person becomes a Subsidiary of the Cayman Borrower (provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary), (viii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary (or the assets of a Subsidiary) pending such sale (provided that such restrictions and conditions apply only to the Subsidiary that is to be sold (or whose assets are to be sold) and such sale is permitted under this Agreement, (ix) restrictions contained on the Closing Date in any Organic Document of the Cayman Borrowers or any of its Subsidiaries, (x) restrictions described in Item 7.2.14 of the Disclosure Schedule, or (xi) in the case of clause (a), customary restrictions and conditions contained in agreements relating to any Permitted Acquisition; provided that such restrictions and conditions apply only to such properties, businesses, assets or revenues that are to be purchased in connection with such Permitted Acquisition.