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. 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 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 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 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 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 84 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.