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 (a) the creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired, (b) the ability of the Borrower or any Subsidiary to amend or otherwise modify any Loan Document, or (c) 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: (i) in any Loan Document; or (ii) in the case of clause (a), (1) in any agreement governing any Indebtedness permitted by Section 8.2(d) as to the assets financed with the proceeds of such Indebtedness, (2) this Agreement and the other Loan Documents, (3) customary restrictions on the assignment of leases, licenses and other agreements, (4) covenants with such restrictions in merger or acquisition agreements, provided that such covenants do not prohibit Borrower or a Subsidiary from granting a security interest in Borrower’s or any Subsidiary’s property in favor of the Administrative Agent or the Lenders and provided further that the counter-parties to such covenants are not permitted to receive a security interest in Borrower’s or a Subsidiary’s property; or (iii) in the case of clause (c), except for restrictions existing under or by reason of (1) any restrictions existing under the Loan Documents, or (2) applicable Law.

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 (a) the creation or assumption of any Lien securing the Obligations upon its properties, revenues or assets, whether now owned or hereafter acquired, ; (b) the ability of the Borrower or any Subsidiary Obligor to amend or otherwise modify any Loan Document, or ; or (c) 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: contained (i) in any Loan Document; or , (ii) in the case of clause (a), (1) in any agreement governing (A) any secured Indebtedness permitted by clause (c) of Section 7.2.2 as to the cash and Cash Equivalent Investments securing such Indebtedness, (B) any Indebtedness permitted by clause (d) of Section 8.2(d) 7.2.2 as to the assets financed with the proceeds of such Indebtedness, or (2C) this Agreement and the other Loan Documents, (3) customary restrictions on the assignment of leases, licenses and other agreements, (4) covenants with such restrictions in merger or acquisition agreements, provided that such covenants do not prohibit Borrower or a Subsidiary from granting a security interest in Borrower’s or any Subsidiary’s property in favor Indebtedness of the Administrative Agent Borrower permitted by clause (m) of Section 7.2.2 as to the Capital Securities of Alamos Gold Inc. securing such Indebtedness or the Lenders and provided further that the counter-parties to such covenants are not permitted to receive a security interest in Borrower’s or a Subsidiary’s property; or (iii) in the case of clause clauses (a) and (c), except for any agreement of a Subsidiary governing Indebtedness permitted by Section 7.2.2 (provided that such restrictions existing under or by reason are ordinary and customary with respect to the type of (1) any restrictions existing under Indebtedness being incurred and would not reasonably be expected to adversely affect the Loan Documents, or (2) applicable LawBorrower's ability to make payments hereunder).

Restrictive Agreements, etc. None of the Borrower or The Borrowers will not, and will not permit any of the their Restricted Subsidiaries will to, enter into any contract, agreement or 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 the any Borrower or any Restricted Subsidiary of any Borrower to amend or otherwise modify any Loan Document, or ; or (c) the ability of the Borrower or any Restricted Subsidiary to make any sales or transfers or payments, directly or indirectly, to the BorrowerBorrowers, 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: contained (i) in any Loan Document; or , (ii) in the case Existing Indenture, any document granting a Lien to secure the payment of clause (a)the Existing Senior Secured Notes, (1) in any agreement governing any Indebtedness permitted by Section 8.2(d) as to the assets financed with the proceeds of such Indebtedness, (2) this Agreement and the Indenture or other Loan Senior Secured Note Documents, (3) customary restrictions on the assignment of leases, licenses and other agreements, (4) covenants with such restrictions in merger or acquisition agreements, provided that such covenants do not prohibit Borrower or a Subsidiary from granting a security interest in Borrower’s or any Subsidiary’s property in favor of the Administrative Agent or the Lenders and provided further that the counter-parties to such covenants are not permitted to receive a security interest in Borrower’s or a Subsidiary’s property; or (iii) in the case of clause (c)a) of this Section 7.2.13, except for restrictions existing under or any agreement governing any Indebtedness permitted by reason clause (d) of (1) any restrictions existing under Section 7.2.2 as to the Loan Documents, or (2) applicable LawProperties permitted to be financed with the proceeds of such Indebtedness.

Restrictive Agreements, etc. None of the Borrower or any of the Subsidiaries will enter into any agreement 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 the Borrower or any Subsidiary to amend or otherwise modify any Loan Investment Document, or (c) 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: (i) in any Loan Investment Document; or (ii) in the case of clause (a), (1) in any agreement governing any Indebtedness permitted by Section 8.2(d8.2(e) as to the assets financed with the proceeds of such Indebtedness, (2) this Agreement and the other Loan Documents, (3) customary restrictions on the assignment of leases, licenses and other agreements, (4) covenants with such restrictions in merger or acquisition agreements, provided that such covenants do not prohibit Borrower or a Subsidiary from granting a security interest in Borrower’s or any Subsidiary’s property in favor of the Administrative Agent or the Lenders and provided further that the counter-parties to such covenants are not permitted to receive a security interest in Borrower’s or a Subsidiary’s property; or (iii) in the case of clause (c), except for restrictions existing under or by reason of (1) any restrictions existing under the Loan Documents, or (2) applicable Lawlaw.

Restrictive Agreements, etc. None of the The Borrower or will not, and will not permit any of the its Restricted Subsidiaries will to, enter into any agreement prohibiting prohibiting (a) 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; (b) the ability of the Borrower or any Subsidiary Obligor to amend or otherwise modify any Loan Document, or ; or (c) the ability of the Borrower or any Restricted 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: contained (i) in any Loan Document; or , (ii) in the case of clause (a), in (1A) in any agreement governing any Indebtedness permitted by clause (e) of Section 8.2(d) 7.2.2 as to the assets financed with the proceeds of such Indebtedness, (2B) this Agreement and the other Loan Documents, (3) any customary restrictions on the non-assignment of provisions in leases, licenses and other agreementsagreements entered into in the ordinary course of business and (C) provisions with respect to the Disposition or distribution of assets or other property subject to asset sale agreements and stock sale agreements entered into in the ordinary course of business, (4) covenants with such restrictions in merger or acquisition agreements, provided that such covenants do not prohibit Borrower or a Subsidiary from granting a security interest in Borrower’s or any Subsidiary’s property in favor of the Administrative Agent or the Lenders and provided further that the counter-parties to such covenants are not permitted to receive a security interest in Borrower’s or a Subsidiary’s property; or (iii) in the case of clause (i), in any provisions with respect to the Disposition or distribution of assets or other property of a Restricted Subsidiary organized as a joint venture that are set forth in the joint venture agreement establishing such Restricted Subsidiary or (iv) in the case of clauses (a) and (c), except for restrictions existing under or in any agreement of a Foreign Subsidiary governing the Indebtedness permitted by reason clause (i) of (1) any restrictions existing under Section 7.2.2 as to the Loan Documents, or (2) applicable Lawassets of such Foreign Subsidiary.

Restrictive Agreements, etc. None of the Borrower or any of the Subsidiaries will enter into any agreement 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 the Borrower or any Subsidiary to amend or otherwise modify any Loan Document, or (c) 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: (i) in any Loan Document; or (ii) in the case of clause (a), (1) in any agreement governing any Indebtedness permitted by Section 8.2(d) as to the assets financed with the proceeds of such Indebtedness, (2) this Agreement and the other Loan Documents, (3) customary restrictions on the assignment of leases, licenses and other agreements, (4) covenants with such restrictions in merger or acquisition agreements, provided that such covenants do not prohibit Borrower or a Subsidiary from granting a security interest in BorrowerXxxxxxxx’s or any Subsidiary’s property in favor of the Administrative Agent or the Lenders and provided further that the counter-parties to such covenants are not permitted to receive a security interest in BorrowerXxxxxxxx’s or a Subsidiary’s property; or (iii) in the case of clause (c), except for restrictions existing under or by reason of (1) any restrictions existing under the Loan Documents, or (2) applicable Law.

Restrictive Agreements, etc. None of the The Borrower or will not, and will not permit any of the its Restricted Subsidiaries will to, enter into any agreement prohibiting prohibiting (a) 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; (b) the ability of the Borrower or any Subsidiary Obligor to amend or otherwise modify any Loan Document, or ; or (c) the ability of the Borrower or any Restricted 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: contained (i) in any Loan Document; or , (ii) in the case of clause (a), in (1A) in any agreement governing any Indebtedness permitted by clause (i) of Section 8.2(d) 7.2.2 as to the assets acquired or similarly financed with the proceeds of such Indebtedness, (2B) this Agreement and the other Loan Documents, (3) any customary restrictions on the non-assignment of provisions in leases, licenses and other agreementsagreements entered into in the ordinary course of business and (C) provisions with respect to the Disposition or distribution of assets or other property subject to asset sale agreements and stock sale agreements entered into in the ordinary course of business, (4) covenants with such restrictions in merger or acquisition agreements, provided that such covenants do not prohibit Borrower or a Subsidiary from granting a security interest in Borrower’s or any Subsidiary’s property in favor of the Administrative Agent or the Lenders and provided further that the counter-parties to such covenants are not permitted to receive a security interest in Borrower’s or a Subsidiary’s property; or (iii) in the case of clause (a), in any provisions with respect to the Disposition or distribution of assets or other property of a Restricted Subsidiary organized as a joint venture that are set forth in the joint venture agreement establishing such Restricted Subsidiary or (iv) in the case of clauses (a) and (c), except for restrictions existing under or in any agreement of a Foreign Subsidiary governing the Indebtedness permitted by reason of clause (1h) any restrictions existing under the Loan Documents, or (2i) applicable Lawof Section 7.2.2 as to the assets of such Foreign Subsidiary.

Restrictive Agreements, etc. None of the Parent, the Borrower or any of the Subsidiaries will enter into any agreement prohibiting (ai) 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 acquiredacquired (except for those assets held in Governmental Collection Accounts), (bii) the ability of the Parent, the Borrower or any Subsidiary of the Guarantors to amend or otherwise modify any Loan Investment Document, or (ciii) the ability of the Parent, 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: contained (ia) in any Loan Document; or Investment Document (iiincluding any applicable intercreditor or subordination agreement), (b) in the case of clause (ai), (1) in any agreement governing any Indebtedness permitted by Section 8.2(d) as to the assets financed with the proceeds of such Indebtedness, (2c) this Agreement and the other Loan Documentsrestrictions arising under applicable Laws, (3d) customary restrictions on the assignment of provisions in leases, licenses and other agreementscontracts regarding confidentiality or restricting the assignment, pledge or transfer thereof, entered into in the ordinary course of business, (4e) covenants customary provisions in contracts for the disposition of any assets in compliance with such restrictions Section 8.8, and (f) customary net worth provisions or similar financial maintenance provisions contained in merger or acquisition agreements, provided that such covenants do not prohibit Borrower or a Subsidiary from granting a security interest in Borrower’s or any Subsidiary’s property in favor of the Administrative Agent or the Lenders and provided further that the counter-parties to such covenants are not permitted to receive a security interest in Borrower’s or agreement entered into by a Subsidiary’s property; or (iii) in the case of clause (c), except for restrictions existing under or by reason of (1) any restrictions existing under the Loan Documents, or (2) applicable Law.