Inconsistent Activities. Each Loan Party will not, and will not permit any of its Subsidiaries to, enter into any agreement containing any provision which would (a) be violated or breached in any material respect by the performance by Parent or its Subsidiaries of any of its Obligations hereunder or under any other Loan Document, (b) prohibit Parent or any other Loan Party from granting to Collateral Agent and the Lenders a Lien on any of its assets to secure the Obligations or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any other Loan Party or any Subsidiary to (i) pay dividends or make other distributions to any other Loan Party or any Subsidiary, or pay any Indebtedness owed to Parent or any of its Subsidiaries, (ii) make loans or advances to Parent or any of its Subsidiaries or (iii) transfer any of its assets or properties to Parent or any of its Subsidiaries other than (A) restrictions or conditions imposed by the Loan Documents and any agreement relating to purchase money Indebtedness, Capital Leases and other secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (B) customary provisions in leases and other contracts restricting the assignment thereof, (C) customary provisions contained in an agreement relating to any sale or disposition permitted hereunder pending such sale or disposition and pertaining to the subject of such sale or disposition, (D) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the capital stock or assets of Parent or any of its Subsidiaries pending such sale, (E) customary provisions in joint venture agreements restricting the assignment thereof or encumbrances on the assets thereof, (F) restrictions on cash deposits held and imposed by customers under contracts entered into in the ordinary course of business, and (G) restrictions contained in the ABL Credit Agreement (or any Loan Document (as defined therein)).
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Cross Country Healthcare Inc), Term Loan Credit Agreement (Cross Country Healthcare Inc)