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 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 Neither the Parent nor any Borrower will or will permit any of the its respective 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, to secure the Obligations (other than, (i) in the case of any assets acquired with the proceeds of any Indebtedness permitted under CLAUSE (c) of SECTION 7.2.2, customary limitations and prohibitions contained in such Indebtedness or (ii) provisions of any lease prohibiting the lessee thereunder from granting a Lien on the assets subject to such lease); (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 of any Borrower 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: contained (i) in any Loan Document; or , (ii) in the case of clause CLAUSE (a), (1) in any agreement governing any Indebtedness permitted by Section 8.2(dCLAUSE (c) of SECTION 7.2.2 as to the creation of Liens on 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 CLAUSES (a) and (c), except for restrictions existing under or any agreement of a Non-U.S. Subsidiary governing the Indebtedness permitted by reason CLAUSE (g) of (1) any restrictions existing under the Loan Documents, or (2) applicable LawSECTION 7.2.2.

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 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.