Common use of Limitations on Restricted Actions Clause in Contracts

Limitations on Restricted Actions. Enter into or create or otherwise cause to exist (other than by Law) or become effective any agreement or arrangement that limits the ability (i) of any Restricted Subsidiary of the Borrower to make Restricted Payments to any Loan Party, (ii) of the Borrower or any of its Restricted Subsidiaries to act as a guarantor and pledge its assets pursuant to the Loan Documents or (iii) of any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that the foregoing clauses (i) through (iii) shall not prohibit (A) any negative pledge incurred or provided in favor of any holder of Liens permitted under Section 7.01 (but such negative pledge must be limited to the asset that is the subject of such Permitted Lien) and in favor of any holder of Indebtedness permitted under Section 7.03(g) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, (B) restrictions incurred or assumed in connection with an Acquisition, (C) non-assignment provisions in licenses, sublicenses, leases, subleases and other contracts or agreements entered into in the ordinary course of business, (D) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 7.05 pending the consummation of such sale, (E) contractual obligations in agreements relating to Indebtedness of an Excluded Subsidiary that do not apply to any Loan Party (other than to the Equity Interests of such Excluded Subsidiary), (F) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture and its equity, and (G) agreements to which any Unrestricted Subsidiary is a party applicable solely to such Unrestricted Subsidiary and its equity.

Limitations on Restricted Actions. Enter into or create or otherwise cause to exist (other than by Law) or become effective any agreement or arrangement that arrangement, other than the Loan Documents, that: (a) limits the ability (i) of any Restricted Subsidiary of the Borrower Consolidated Party to make Restricted Payments to any Domestic Loan Party, (ii) of the Borrower or any of its Restricted Subsidiaries Consolidated Party to act as a guarantor and pledge its assets pursuant to the Loan Documents or (iii) of any Restricted Subsidiary Consolidated Party to create, incur, assume or suffer to exist Liens in favor of the Secured Parties on property of such Person; provided, however, that the foregoing clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge incurred in connection with or provided in favor of any holder of Liens permitted under Section 7.01 (but such negative pledge must be limited to the asset that is the subject of such Permitted Lien) and in favor of any holder of Indebtedness permitted under Section 7.03(g7.03(e) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, (B) restrictions any negative pledge incurred or assumed in connection with an Acquisitionor provided in favor of any holder of Indebtedness permitted under Section 7.03(g) solely to the extent any such negative pledge relates to the property of Foreign Subsidiaries, (C) non-customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Company or any of its Subsidiaries, (D) customary provisions restricting assignment of any licensing agreement (in licenses, sublicenses, leases, subleases and which the Company or any of its Subsidiaries is the licensee) or other contracts or agreements contract entered into by the Company or any of its Subsidiaries in the ordinary course of business, (D) customary restrictions business and conditions contained in any agreement relating to the sale of any property permitted under Section 7.05 pending the consummation of such sale, (E) contractual obligations in agreements relating to Indebtedness any operating lease or capital lease, insofar as the provisions thereof limit grants of an Excluded Subsidiary that do not apply as security interest in, or other assignments of, the related leasehold interest to any Loan Party other Person; or (other than b) requires the grant of a Lien to the Equity Interests secure an obligation of such Excluded Subsidiary), (F) customary provisions in joint venture agreements and other similar agreements applicable Person if a Lien is granted to joint ventures permitted under Section 7.02 and applicable solely to secure another obligation of such joint venture and its equity, and (G) agreements to which any Unrestricted Subsidiary is a party applicable solely to such Unrestricted Subsidiary and its equityPerson.

Limitations on Restricted Actions. Enter into or create or otherwise cause to exist (other than by Law) or become effective any agreement or arrangement that that: (a) limits the ability of any Consolidated Party (i) of any Restricted Subsidiary of the Borrower to make Restricted Payments to any Loan Party, (ii) of the Borrower or any of its Restricted Subsidiaries to act as a guarantor and pledge its assets pursuant to the Second Lien Loan Documents or (iii) of any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on its property of such Personto secure the Second Lien Obligations; provided, however, that the foregoing clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge incurred or provided in favor of any holder of Liens permitted under Section 7.01 (but such negative pledge must be limited to the asset that is the subject of such Permitted LienA) and in favor of any holder of Indebtedness permitted under Section 7.03(g7.03(f) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) or Section 7.03(g) (solely to the extent such negative pledge relates to property subject to a Lien permitted pursuant to Section 7.01(j)), (B) restrictions incurred any encumbrance or assumed restriction that restricts in connection with an Acquisitiona customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or other contract or the assignment, encumbrance or hypothecation of such lease, license or other contract, (C) non-assignment provisions any limitation or restriction contained in licenses, sublicenses, leases, subleases and other contracts any Permitted Lien to the extent such limitation or agreements entered into in restriction restricts the ordinary course transfer of businessthe property subject to such Permitted Lien, (D) customary restrictions and conditions contained any restriction imposed pursuant to an agreement entered into in any agreement relating to the connection with a sale of any property or other disposition permitted under Section 7.05 pursuant hereto pending the consummation closing of such salesale or other disposition, (E) contractual obligations any restriction imposed in agreements any Contractual Obligation in effect on the Closing Date relating to Indebtedness of an Excluded Subsidiary that do not apply to any Loan Party (other than to the Equity Interests of such Excluded Subsidiary)Wireless Partnerships, (F) customary provisions any restriction in joint venture agreements and the Intercreditor Agreement or any other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture and its equityTransaction Document, and (G) agreements any provision of the SCC's or any non-voting participation certificate of a Senior Lender identified on Schedule 5.08 or (H) any restrictions imposed in any Governmental Authorization; or (b) requires the grant of a Lien to which any Unrestricted Subsidiary secure an obligation of such Person if a Lien is a party applicable solely granted to secure another obligation of such Unrestricted Subsidiary and its equityPerson (except as provided in the Intercreditor Agreement).

Limitations on Restricted Actions. Enter into or create or otherwise cause to exist (other than by Law) or become effective any agreement or arrangement that that: (a) limits the ability of any Consolidated Party (i) of any Restricted Subsidiary of the Borrower to make Restricted Payments to any Loan Party, (ii) of the Borrower or any of its Restricted Subsidiaries to act as a guarantor and pledge its assets pursuant to the Senior Loan Documents or (iii) of any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on its property of such Personto secure the Senior Obligations; provided, however, that the foregoing clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge incurred or provided in favor of any holder of Liens permitted under Section 7.01 (but such negative pledge must be limited to the asset that is the subject of such Permitted LienA) and in favor of any holder of Indebtedness permitted under Section 7.03(g7.03(f) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) or Section 7.03(g) (solely to the extent such negative pledge relates to property subject to a Lien permitted pursuant to Section 7.01(j)), (B) restrictions incurred any encumbrance or assumed restriction that restricts in connection with an Acquisitiona customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or other contract or the assignment, encumbrance or hypothecation of such lease, license or other contract, (C) non-assignment provisions any limitation or restriction contained in licenses, sublicenses, leases, subleases and other contracts any Permitted Lien to the extent such limitation or agreements entered into in restriction restricts the ordinary course transfer of businessthe property subject to such Permitted Lien, (D) customary restrictions and conditions contained any restriction imposed pursuant to an agreement entered into in any agreement relating to the connection with a sale of any property or other disposition permitted under Section 7.05 pursuant hereto pending the consummation closing of such salesale or other disposition, (E) contractual obligations any restriction imposed in agreements any Contractual Obligation in effect on the Closing Date relating to Indebtedness of an Excluded Subsidiary that do not apply to any Loan Party (other than to the Equity Interests of such Excluded Subsidiary)Wireless Partnerships, (F) customary provisions any restriction in joint venture agreements and the Intercreditor Agreement or any other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture and its equityTransaction 123 Document, and (G) agreements any provision of the SCC's or any non-voting participation certificate of a Senior Lender identified on Schedule 5.08 or (H) any restrictions imposed in any Governmental Authorization; or (b) requires the grant of a Lien to which any Unrestricted Subsidiary secure an obligation of such Person if a Lien is a party applicable solely granted to secure another obligation of such Unrestricted Subsidiary and its equityPerson (except as provided in the Intercreditor Agreement).

Limitations on Restricted Actions. Enter into or create or otherwise cause to exist (other than by Law) or become effective any agreement or arrangement that that: (a) limits the ability of any Consolidated Party (i) of any Restricted Subsidiary of the Borrower to make Restricted Payments to any Loan Party (other than any such limit in any Permitted Additional Debt Document which does not limit the ability of any Consolidated Borrower Party to make any Restricted Payments to any other Consolidated Borrower Party), (ii) of the Borrower or any of its Restricted Subsidiaries to act as a guarantor and pledge its assets pursuant to the Loan Documents or (iii) of any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on its property of such Personto secure the Obligations; provided, however, that the foregoing clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge incurred or provided in favor of any holder of Liens permitted under Section 7.01 (but such negative pledge must be limited to the asset that is the subject of such Permitted LienA) and in favor of any holder of Indebtedness permitted under Section 7.03(g7.03(d) (solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness) or Section 7.03(e) (solely to the extent such negative pledge relates to property subject to a Lien permitted pursuant to Section 7.01(j)), (B) restrictions incurred any encumbrance or assumed restriction that restricts in connection with an Acquisitiona customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or other contract or the assignment, encumbrance or hypothecation of such lease, license or other contract, (C) non-assignment provisions any limitation or restriction contained in licenses, sublicenses, leases, subleases and other contracts any Permitted Lien to the extent such limitation or agreements entered into in restriction restricts the ordinary course transfer of businessthe property subject to such Permitted Lien, (D) customary restrictions and conditions contained any restriction imposed pursuant to an agreement entered into in any agreement relating to the connection with a sale of any property or other disposition permitted under Section 7.05 pursuant hereto pending the consummation closing of such salesale or other disposition, (E) contractual obligations any restriction imposed in agreements any Contractual Obligation in effect on the Closing Date relating to Indebtedness of an Excluded Subsidiary that do not apply to any Loan Party (other than to the Equity Interests of such Excluded Subsidiary)Wireless Partnerships, (F) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture and its equity, and any provision of the SCC's or any non-voting participation certificate of a Lender identified on Schedule 5.08 or (G) agreements any restrictions imposed in any Governmental Authorization; or (b) requires the grant of a Lien to which any Unrestricted Subsidiary secure an obligation of such Person if a Lien is a party applicable solely granted to secure another obligation of such Unrestricted Subsidiary and its equityPerson.

Limitations on Restricted Actions. Enter into or create or otherwise cause to exist (other than by Law) or become effective any agreement or arrangement that limits the ability (i) of any Restricted Subsidiary of the Borrower to make Restricted Payments to any Loan Party, (ii) of the Borrower or any of its Restricted Subsidiaries to act as a guarantor and pledge its assets pursuant to the Loan Documents or (iii) of any Restricted Subsidiary Loan Party to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that the foregoing clauses (i) through this clause (iii) shall not prohibit (A) any negative pledge incurred or provided in favor of any holder of Liens permitted under Section 7.01 (but such negative pledge must be limited to the asset that is the subject of such Permitted Lien) and in favor of any holder of Indebtedness permitted under Section 7.03(g) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, (B) restrictions incurred or assumed in connection with an Acquisitionthe Acquisition of a Foreign Subsidiary, (C) customary non-assignment provisions in licenses, sublicenses, leases, leases and subleases and other contracts or agreements entered into in the ordinary course of business, business and consistent with past practices or (D) customary restrictions and conditions not more restrictive on the Borrower or any Subsidiary than the terms of this Agreement; provided, this Section 7.10 shall not prohibit any restrictions contained in any agreement relating to the sale of any property permitted under Section 7.05 pending the consummation of such sale, (E) contractual obligations in agreements relating to Indebtedness of an Excluded Subsidiary that do not apply Permitted Receivables Document with respect to any Loan Party (other than to the Equity Interests of such Excluded Special Purpose Receivables Subsidiary), (F) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture and its equity, and (G) agreements to which any Unrestricted Subsidiary is a party applicable solely to such Unrestricted Subsidiary and its equity.. 7.11