Common use of Restrictive and Negative Pledge Agreements Clause in Contracts

Restrictive and Negative Pledge Agreements. The Parent Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on (a) the ability of any Restricted Subsidiary to: (i) pay dividends or make other distributions to the Parent Borrower or any Restricted Subsidiary on account of its Capital Stock, (ii) redeem Capital Stock held in it by the Parent Borrower or another Restricted Subsidiary, (iii) repay loans and other Indebtedness owing by it to the Parent Borrower or another Restricted Subsidiary, except as otherwise provided under the Term Loan Credit Documents or in the Senior Notes Documents, or (iv) transfer any of its assets to the Parent Borrower or another Restricted Subsidiary; or (b) the ability of any Credit Party to create Liens on any Collateral to secure the Secured Obligations, except, in each case, (i) restrictions provided for in the Credit Documents, (ii) restrictions contained in the Term Loan Credit Documents, (iii) restrictions contained in the Senior Notes Documents, (iv) restrictions imposed by any Governmental Authority or by reason of applicable law, (v) customary non-assignment provisions in leases, licenses, permits and other agreements entered into in the ordinary course of business, (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (vii) any restriction on the transfer of property subject to a Permitted Lien, (viii) any restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (ix) customary restrictions and conditions contained in any agreement relating to a Disposition, purchase or merger permitted hereunder pending the consummation of such Disposition, purchase or merger, (x) restrictions on cash or other deposits imposed under contracts entered into in the ordinary course of business, (xi) any agreement in effect at the time a Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Restricted Subsidiary, (xii) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person, and (xiii) restrictions contained in any documents governing the US Holdco Intercompany Note and any other Indebtedness Incurred after the Funding Date in accordance with the provisions of this Agreement which, taken as a whole, are not materially more restrictive than those contained in this Agreement and are customary for the type of such Indebtedness, in each case, as determined by the Parent Borrower in good faith.

Restrictive and Negative Pledge Agreements. (a) The Parent Borrower shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into, create, create or otherwise allow permit to exist or become effective any contract consensual encumbrance or other consensual restriction on (a) the ability of any Restricted Subsidiary of the Parent to: : (i) pay dividends or make any other distributions on its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits) to the Parent Borrower or any of its Restricted Subsidiaries or pay any Indebtedness owed to the Parent or any of its Restricted Subsidiaries (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed a restriction on the ability to make dividends or distributions on Capital Stock); (ii) make loans or advances to the Parent or any of its Restricted Subsidiaries (it being understood that the subordination of the loans or advances made to the Parent or any Restricted Subsidiary on account of its Capital Stock, (ii) redeem Capital Stock held in it to other Indebtedness Incurred by the Parent Borrower or another any Restricted Subsidiary, Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (iii) repay loans and other Indebtedness owing by it to the Parent Borrower sell, lease or another Restricted Subsidiary, except as otherwise provided under the Term Loan Credit Documents or in the Senior Notes Documents, or (iv) transfer any of its properties or assets to the Parent Borrower or another any of its Restricted Subsidiary; Subsidiaries (it being understood that such transfers shall not include any type of transfer described in Sections 7.7(a)(i) or (ii)). (b) the ability of any Credit Party Section 7.7(a) shall not apply to create Liens on any Collateral to secure the Secured Obligations, except, in each case, encumbrances or restrictions existing under or by reason of: (i) agreements (including agreements governing Existing Indebtedness and Debt Facilities (including the Senior Credit Facilities)) as in effect on the Funding Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions provided for than those contained in those agreements on the Credit DocumentsFunding Date, as determined by the Parent in its reasonable and good faith judgment; (ii) the Senior Notes Documents and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements. refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions contained in the Term Loan Credit Documents, (iii) restrictions than those contained in the Senior Notes DocumentsDocuments on the Funding Date, as determined by the Parent in its reasonable and good faith judgment; (iii) agreements or other documents governing other Indebtedness permitted to be Incurred under Section 7.3 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that either (A) the provisions relating to such encumbrance or restriction contained in such agreements or other documents are not materially more restrictive, taken as a whole, as determined by the Parent in its reasonable and good faith judgment, than those in effect on the Funding Date or (B) any such encumbrance or restriction contained in such agreements or documents does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in a manner that, as determined by the Parent in good faith, would result in the Parent being unable to, to make principal and interest payments on the Term Loan Obligations as and when they come due; (iv) restrictions imposed by any Governmental Authority or by reason of applicable law, rule, regulation, approval, permit or order; (v) any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired by the Parent or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was Incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be Incurred; and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements governing such Indebtedness or Capital Stock, as determined by the Parent in its reasonable and good faith judgment; (vi) any agreement or instrument relating to property or assets acquired after the Funding Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in in anticipation of such acquisition and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or instruments; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements or instruments, as determined by the Parent in its reasonable and good faith judgment; (vii) customary non-assignment provisions in contracts, leases, licenses, permits licenses and other agreements entered into in the ordinary course of business, ; (viviii) customary provisions restricting assignment of any agreement entered into purchase money obligations for property acquired in the ordinary course of businessbusiness and Capitalized Lease Obligations permitted under this Agreement, in each case, that impose restrictions on the property purchased or leased of the nature described in Section 7.7(a)(iii); and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of agreements governing such purchase money obligations or Capital Lease Obligations; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in agreements governing such purchase money obligations or Capital Lease Obligations, as determined by the Parent in its reasonable and good faith judgment; (viiix) any restriction on agreement for the transfer sale or other disposition of property Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending such sale or other disposition; (x) in the case of Section 7.7(a)(iii), Liens permitted to be Incurred under Section 7.2 that limit the right of the debtor to dispose of the assets subject to such Liens; (xi) provisions limiting the disposition or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company agreements, asset sale agreements, sale and leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Permitted LienRestricted Investment) entered (i) in the ordinary course of business or (ii) into with the approval of the Parent’s Board of Directors, (viii) any restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such restrictions apply which limitation is applicable only to the property or assets securing such Indebtedness, (ix) customary restrictions and conditions contained in any agreement relating to a Disposition, purchase or merger permitted hereunder pending that are the consummation subject of such Disposition, purchase or merger, agreements; (xxii) restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; and (xiii) encumbrances or restrictions with respect to property under a charter, (xi) any lease or other agreement in effect at the time a Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Restricted Subsidiary, (xii) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements that has been entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person, and (xiii) restrictions contained in any documents governing the US Holdco Intercompany Note and any other Indebtedness Incurred after the Funding Date in accordance with the provisions of this Agreement which, taken as a whole, are not materially more restrictive than those contained in this Agreement and are customary for the type employment, charter or other hire of such Indebtedness, in each case, as determined by the Parent Borrower in good faithproperty.

Restrictive and Negative Pledge Agreements. The Parent Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on (a) the ability of any Restricted Subsidiary to: (i) pay dividends or make other distributions to the Parent Borrower or any Restricted Subsidiary on account of its Capital Stock, (ii) redeem Capital Stock held in it by the Parent Borrower or another Restricted Subsidiary, (iii) repay loans and other Indebtedness owing by it to the Parent Borrower or another Restricted Subsidiary, except as otherwise provided under the Term Loan Credit Documents or in the Senior Notes Documents, or (iv) transfer any of its assets to the Parent Borrower or another Restricted Subsidiary; or (b) the ability of any Credit Party to create Liens on any Collateral to secure the Secured Obligations, except, in each case, (i) restrictions provided for in the Credit Documents, (ii) restrictions contained in the Term Loan Credit Documents, (iii) restrictions contained in the Senior Notes Documents, (iv) restrictions imposed by any Governmental Authority or by reason of applicable law, (v) customary non-assignment provisions in leases, licenses, permits and other agreements entered into in the ordinary course of business, (viiii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (viiiv) any restriction on the transfer of property subject to a Permitted Lien, (viiiv) any restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (ixvi) customary restrictions and conditions contained in any agreement relating to a Disposition, purchase or merger permitted hereunder pending the consummation of such Disposition, purchase or merger, (xvii) restrictions on cash or other deposits imposed under contracts entered into in the ordinary course of business, (xiviii) any agreement in effect at the time a Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Restricted Subsidiary, Subsidiary and (xiiix) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person, and (xiii) restrictions contained in any documents governing the US Holdco Intercompany Note and any other Indebtedness Incurred after the Funding Date in accordance with the provisions of this Agreement which, taken as a whole, are not materially more restrictive than those contained in this Agreement and are customary for the type of such Indebtedness, in each case, as determined by the Parent Borrower in good faith.

Restrictive and Negative Pledge Agreements. The Parent Borrower shall not, and shall not permit any other Restricted Subsidiary Person to, directly or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on (a) the ability of any Restricted Subsidiary to: (i) pay dividends or make other distributions to the Parent Borrower or any Restricted Subsidiary on account of its Capital Stock, distributions; (ii) redeem Capital Stock Equity Interests held in it by the Parent Borrower or another Restricted Subsidiary, ; (iii) repay loans and other Indebtedness indebtedness owing by it to the Parent Borrower or another Restricted Subsidiary, except as otherwise provided under the Term Loan Credit Documents or in the Senior Notes Documents, ; or (iv) transfer any of its assets to the Parent Borrower or another Restricted Subsidiary; or (b) the ability of any Credit Party Restricted Person to create Liens on any Collateral to secure the Secured Obligations, except, in each case, Obligations or Lender Hedging Obligations except (iA) restrictions as provided for in the Credit Loan Documents, (iiB) restrictions contained as described in the Disclosure Schedule, the documents governing the Senior Notes or the Senior Note Refinancing Indebtedness, the Term Loan Credit DocumentsObligations, the documentation governing any Term Loan Refinancing Indebtedness (to the extent not more restrictive than the terms of this Agreement), and any Indebtedness incurred pursuant to Section 7.01(l) (to the extent not more restrictive than the terms of this Agreement), (iiiC) restrictions contained in the Senior Notes Documents, (iv) restrictions imposed by any Governmental Authority or by reason of applicable lawLaw, (vD) customary non-provisions restricting subletting or assignment provisions in leases, licenses, permits and other agreements entered into in the ordinary course of businessany lease governing a leasehold interest of a Restricted Person, (viE) customary provisions restricting assignment of any agreement entered into by a Restricted Person in the ordinary course of business, (viiF) any restriction on the transfer of property subject to a Permitted LienLien permitted by Section 7.02, (viiiG) any restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (ixH) customary restrictions and conditions contained in any agreement relating to a Dispositionsale, purchase or merger permitted hereunder pending the consummation of such Dispositionsale, purchase or merger, (x) restrictions on cash or other deposits imposed under contracts entered into in the ordinary course of business, (xiI) any agreement in effect at the time a Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Restricted SubsidiarySubsidiary of Borrower, and (xiiJ) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person, and (xiii) restrictions contained in any documents governing the US Holdco Intercompany Note and any other Indebtedness Incurred after the Funding Date in accordance with the provisions of this Agreement which, taken as a whole, are not materially more restrictive than those contained in this Agreement and are customary for the type of such Indebtedness, in each case, as determined by the Parent Borrower in good faith.

Restrictive and Negative Pledge Agreements. The Parent Borrower shall not, and shall not permit any other Restricted Subsidiary Person to, directly or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on (a) the ability of any Restricted Subsidiary to: (i) pay dividends or make other distributions to the Parent Borrower or any Restricted Subsidiary on account of its Capital Stock, distributions; (ii) redeem Capital Stock Equity Interests held in it by the Parent Borrower or another Restricted Subsidiary, ; (iii) repay loans and other Indebtedness indebtedness owing by it to the Parent Borrower or another Restricted Subsidiary, except as otherwise provided under the Term Loan Credit Documents or in the Senior Notes Documents, ; or (iv) transfer any of its assets to the Parent Borrower or another Restricted Subsidiary; or (b) the ability of any Credit Party Restricted Person to create Liens on any Collateral to secure the Secured Obligations, except, in each case, Obligations except (iA) restrictions as provided for in the Credit Loan Documents, (iiB) restrictions contained as described in the Term Loan Credit DocumentsDisclosure Schedule, (iii) restrictions contained in the documents governing the Senior Notes or the Senior Note Refinancing Indebtedness, the Revolving Loan Documents, the Existing Term Loan Documents and the documentation governing any Term Loan Refinancing Indebtedness (ivto the extent not more restrictive than the terms of this Agreement), and any Indebtedness incurred pursuant to Section 7.01(m) restrictions imposed by any Governmental Authority or (to the extent not more restrictive than the terms of this Agreement), (C) by reason of applicable lawLaw, (vD) customary non-provisions restricting subletting or assignment provisions in leases, licenses, permits and other agreements entered into in the ordinary course of businessany lease governing a leasehold interest of a Restricted Person, (viE) customary provisions restricting assignment of any agreement entered into by a Restricted Person in the ordinary course of business, (viiF) any restriction on the transfer of property subject to a Permitted LienLien permitted by Section 7.02, (viiiG) any restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (ixH) customary restrictions and conditions contained in any agreement relating to a Dispositionsale, purchase or merger permitted hereunder pending the consummation of such Dispositionsale, purchase or merger, (x) restrictions on cash or other deposits imposed under contracts entered into in the ordinary course of business, (xiI) any agreement in effect at the time a Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Restricted SubsidiarySubsidiary of Borrower, and (xiiJ) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person, and (xiii) restrictions contained in any documents governing the US Holdco Intercompany Note and any other Indebtedness Incurred after the Funding Date in accordance with the provisions of this Agreement which, taken as a whole, are not materially more restrictive than those contained in this Agreement and are customary for the type of such Indebtedness, in each case, as determined by the Parent Borrower in good faith.

Restrictive and Negative Pledge Agreements. The Parent Borrower shall not, and shall not permit any other Restricted Subsidiary Person to, directly or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on (a) the ability of any Restricted Subsidiary to: (i) pay dividends or make other distributions to the Parent Borrower or any Restricted Subsidiary on account of its Capital Stock, distributions; (ii) redeem Capital Stock Equity Interests held in it by the Parent Borrower or another Restricted Subsidiary, ; (iii) repay loans and other Indebtedness indebtedness owing by it to the Parent Borrower or another Restricted Subsidiary, except as otherwise provided under the Term Loan Credit Documents or in the Senior Notes Documents, ; or (iv) transfer any of its assets to the Parent Borrower or another Restricted Subsidiary; or (b) the ability of any Credit Party Restricted Person to create Liens on any Collateral to secure the Secured Obligations, except, in each case, Obligations except (iA) restrictions as provided for in the Credit Loan Documents, (iiB) restrictions contained as described in the Term Loan Credit DocumentsDisclosure Schedule, (iii) restrictions contained in the documents governing the Senior Notes or the Senior Note Refinancing Indebtedness, the Revolving Loan Documents, the documentation governing any Term Loan Refinancing Indebtedness (ivto the extent not more restrictive than the terms of this Agreement), and any Indebtedness incurred pursuant to Section 7.01(l) restrictions imposed by any Governmental Authority or (to the extent not more restrictive than the terms of this Agreement), (C) by reason of applicable lawLaw, (vD) customary non-provisions restricting subletting or assignment provisions in leases, licenses, permits and other agreements entered into in the ordinary course of businessany lease governing a leasehold interest of a Restricted Person, (viE) customary provisions restricting assignment of any agreement entered into by a Restricted Person in the ordinary course of business, (viiF) any restriction on the transfer of property subject to a Permitted LienLien permitted by Section 7.02, (viiiG) any restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (ixH) customary restrictions and conditions contained in any agreement relating to a Dispositionsale, purchase or merger permitted hereunder pending the consummation of such Dispositionsale, purchase or merger, (x) restrictions on cash or other deposits imposed under contracts entered into in the ordinary course of business, (xiI) any agreement in effect at the time a Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Restricted SubsidiarySubsidiary of Borrower, and (xiiJ) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person, and (xiii) restrictions contained in any documents governing the US Holdco Intercompany Note and any other Indebtedness Incurred after the Funding Date in accordance with the provisions of this Agreement which, taken as a whole, are not materially more restrictive than those contained in this Agreement and are customary for the type of such Indebtedness, in each case, as determined by the Parent Borrower in good faith.

Restrictive and Negative Pledge Agreements. The Parent Borrower shall not, and shall not permit any other Restricted Subsidiary Person to, directly or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on (a) the ability of any Restricted Subsidiary to: (i) pay dividends or make other distributions to the Parent Borrower or any Restricted Subsidiary on account of its Capital Stock, distributions; (ii) redeem Capital Stock Equity Interests held in it by the Parent Borrower or another Restricted Subsidiary, ; (iii) repay loans and other Indebtedness indebtedness owing by it to the Parent Borrower or another Restricted Subsidiary, except as otherwise provided under the Term Loan Credit Documents or in the Senior Notes Documents, ; or (iv) transfer any of its assets to the Parent Borrower or another Restricted Subsidiary; or (b) the ability of any Credit Party Restricted Person to create Liens on any Collateral to secure the Secured Obligations, except, in each case, Obligations except (iA) restrictions as provided for in the Credit Loan Documents, (iiB) restrictions contained as described in the Term Loan Credit DocumentsDisclosure Schedule, (iii) restrictions contained in the documents governing the Senior Notes Documentsor the Senior Note Refinancing Indebtedness, the Revolving Loan Documents and the documentation governing any Term Loan Refinancing Indebtedness (to the extent not more restrictive than the terms of this Agreement), and any Indebtedness incurred pursuant to Section 7.01(l) (to the extent not more restrictive than the terms of this Agreement), (ivC) restrictions imposed by any Governmental Authority or by reason of applicable lawLaw, (vD) customary non-provisions restricting subletting or assignment provisions in leases, licenses, permits and other agreements entered into in the ordinary course of businessany lease governing a leasehold interest of a Restricted Person, (viE) customary provisions restricting assignment of any agreement entered into by a Restricted Person in the ordinary course of business, (viiF) any restriction on the transfer of property subject to a Permitted LienLien permitted by Section 7.02, (viiiG) any restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (ixH) customary restrictions and conditions contained in any agreement relating to a Dispositionsale, purchase or merger permitted hereunder pending the consummation of such Dispositionsale, purchase or merger, (x) restrictions on cash or other deposits imposed under contracts entered into in the ordinary course of business, (xiI) any agreement in effect at the time a Restricted Subsidiary becomes a Restricted Subsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Restricted SubsidiarySubsidiary of Borrower, and (xiiJ) customary provisions in partnership agreements, limited liability company organizational governance documents, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar person, and (xiii) restrictions contained in any documents governing the US Holdco Intercompany Note and any other Indebtedness Incurred after the Funding Date in accordance with the provisions of this Agreement which, taken as a whole, are not materially more restrictive than those contained in this Agreement and are customary for the type of such Indebtedness, in each case, as determined by the Parent Borrower in good faith.