Common use of No Restrictive Agreements Clause in Contracts

No Restrictive Agreements. Except in connection with the Working Capital Facility or any Permitted ABL Facility and then only to the extent permitted by the Intercreditor Agreement or any intercreditor agreement relating to the Permitted ABL Facility, no Principal Company will, and no Principal Company will permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance, condition, prohibition or restriction of any kind on such Principal Company’s or such Subsidiary’s right to: (a) incur or repay Indebtedness (whether owing to a Principal Company, any Subsidiary of a Principal Company or otherwise); (b) guarantee the Obligations pursuant to the Subsidiary Guaranty; (c) amend, modify, extend or renew any agreement evidencing Indebtedness; (d) repay any obligations owed to any Principal Company or any Subsidiary; (e) make loans or advances to any Principal Company or any Subsidiary; (f) pay dividends or make any other distributions on any Subsidiary’s Capital Stock owned by any Principal Company or any other Subsidiary of a Principal Company; or (g) transfer any of its Property to any Principal Company or any Subsidiary, in each case except as provided in this Agreement or the other Loan Documents and, in the case of clause (g), except (i) with respect to specific Property to be sold pursuant to an executed agreement with respect to an Asset Sale, (ii) with respect to Intellectual Property licensed to any Principal Company or any of its Subsidiaries, or (iii) customary restrictions relating to specific Property subject to Liens permitted under Sections 10.2(a)(ii) and 10.2(a)(iii).

No Restrictive Agreements. Except in connection with the Working Capital Facility or any Permitted ABL Facility and then only to the extent permitted by the Intercreditor Agreement or any intercreditor agreement relating to the Permitted ABL Facility, no Principal Company will, and no Principal Company will permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance, condition, prohibition or restriction of any kind on such Principal Company’s or such Subsidiary’s right to: (a) incur or repay Indebtedness (whether owing to a Principal Company, any Subsidiary of a Principal Company or otherwise); (b) guarantee the Obligations pursuant to the Subsidiary Guaranty; (c) amend, modify, extend or renew any agreement evidencing Indebtedness; (d) repay any obligations owed to any Principal Company or any Subsidiary; (e) make loans or advances to any Principal Company or any Subsidiary; (f) pay dividends or make any other distributions on any Subsidiary’s Capital Stock owned by any Principal Company or any other Subsidiary of a Principal Company; or (g) transfer any of its Property to any Principal Company or any Subsidiary, in each case except as provided in this Agreement or the other Second Amended & Restated Credit Agreement Loan Documents and, in the case of clause (g), except (i) with respect to specific Property to be sold pursuant to an executed agreement with respect to an Asset Sale, Sale or (ii) with respect to Intellectual Property licensed to any Principal Company or any of its Subsidiaries, or (iii) customary restrictions relating to specific Property subject to Liens permitted under Sections 10.2(a)(ii) and 10.2(a)(iii).

No Restrictive Agreements. Except in connection with the Working Capital Facility or any Permitted ABL Facility and then only to the extent permitted by the Intercreditor Agreement or any intercreditor agreement relating to the Permitted ABL Facility, no Principal Company will, and no Principal Company will permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance, condition, prohibition or restriction of any kind on such Principal Company’s or such Subsidiary’s right to: (a) incur or repay Indebtedness (whether owing to a Principal Company, any Subsidiary of a Principal Company or otherwise); (b) guarantee the Obligations pursuant to the Subsidiary Guaranty; (c) amend, modify, extend or renew any agreement evidencing Indebtedness; (d) repay any obligations owed to any Principal Company or any Subsidiary; (e) make loans or advances to any Principal Company or any Subsidiary; (f) pay dividends or make any other distributions on any Subsidiary’s Capital Stock owned by any Principal Company or any other Subsidiary of a Principal Company; or (g) transfer any of its Property to any Principal Company or any Subsidiary, in each case except as provided in this Agreement or the other Loan Documents and, in the case of clause (g), except (i) with respect to specific Property to be sold pursuant to an executed agreement with respect to an Asset Sale, Sale or (ii) with respect to Intellectual Property licensed to any Principal Company or any of its Subsidiaries, or (iii) customary restrictions relating to specific Property subject to Liens permitted under Sections 10.2(a)(ii) and 10.2(a)(iii).