Common use of Subsidiary Covenants Clause in Contracts

Subsidiary Covenants. The Parent and the Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than any SPV) (i) to pay dividends or make any other distribution on its stock, (ii) to pay any Indebtedness or other obligation owed to the Parent, the Borrower or any Subsidiary, (iii) to make loans or advances or other Investments in the Parent, the Borrower or any Subsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Parent, the Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (a) this Agreement and the other Loan Documents, (b) documents governing Indebtedness permitted under Sections 16.14.11, 16.14.12 or 16.14.13, (c) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Parent or any of its Subsidiaries, (d) customary provisions restricting assignment of any licensing agreement or other contract entered into by Parent and its Subsidiaries in the ordinary course of business, (e) restrictions on the transfer of any asset pending the close of the sale of such asset, (f) restrictions on the transfer of any assets subject to a Lien permitted by Section 6.15, (g) any encumbrance or restriction entered into by a Subsidiary prior to the date such Subsidiary was acquired by the Parent or the Borrower, which encumbrance or restriction does not relate to any Person other than such Subsidiary, and which encumbrance or restriction was not created in contemplation of such acquisition and (h) restrictions on the transfer of any shares of the Parent’s capital stock that have been repurchased by the Parent and held in treasury.

Subsidiary Covenants. The Parent and the Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than any SPV) (i) to pay dividends or make any other distribution on its stock, (ii) to pay any Indebtedness or other obligation owed to the Parent, the Borrower or any Subsidiaryother Credit Party, (iii) to make loans or advances or other Investments in the Parent, the Borrower or any Subsidiaryother Credit Party, or (iv) to sell, transfer or otherwise convey any of its property to the Parent, the Borrower or any Subsidiaryother Credit Party, except for such encumbrances or restrictions (A) any restriction existing under or by reason of (a1) this Agreement and the other Loan Documents, (b2) documents governing agreements disclosed in Schedule 6.18, and (3) agreements with respect to Indebtedness permitted under Sections 16.14.11, 16.14.12 or 16.14.13by this Agreement setting forth provisions described in clauses (i), (cii) and (iii) above that are not materially more restrictive (as reasonably determined by the Administrative Agent), taken as a whole, than those of the Senior Unsecured Indenture, (B) customary provisions restricting non-assignment, subletting or assignment of any lease governing any leasehold interest of the Parent or any of its Subsidiariestransfer provisions in leases, (d) customary provisions restricting assignment of any licensing agreement or licenses and other contract contracts entered into by Parent and its Subsidiaries in the ordinary course of business, (eC) customary restrictions on contained in purchase and sale agreements limiting the transfer of the subject assets pending closing, (D) any asset pending restriction or condition as required by applicable law, (E) any restriction existing under agreements relating to assets acquired by the close of Borrower or a Subsidiary in a transaction permitted hereby; provided that such agreements existed at the sale time of such assetacquisition, were not put into place in anticipation of such acquisition and are not applicable to any assets other than assets so acquired, (fF) restrictions on any restriction existing under any agreement of a Person acquired as a Subsidiary in a transaction permitted hereby; provided any such agreement existed at the transfer time of such acquisition, was not put into place in anticipation of such acquisition and was not applicable to any Person or assets subject other than the Person or assets so acquired, (G) agreements with respect to a Lien Indebtedness secured by Liens permitted by Section 6.156.15 that restrict the ability to transfer the assets securing such Indebtedness, (gH) any encumbrance or restriction entered into by pursuant to an agreement effecting a Subsidiary prior refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (A)(2), (E), (F) or (G) of this covenant or this clause (H) or contained in any amendment to an agreement referred to in clause (A)(2), (E), (F) or (G) of this covenant or this clause (H); provided, however, that the date encumbrances and restrictions contained in any such Subsidiary was acquired refinancing agreement or amendment, taken as a whole, are not materially more restrictive than the encumbrances and restrictions contained in such predecessor agreements (as reasonably determined by the Parent or the Borrower, which Administrative Agent) and (I) any encumbrance or restriction does not relate to any Person other than such on assets of a Rabbi Trust or Rabbi Trust Subsidiary, and which encumbrance or restriction was not created in contemplation of such acquisition and (h) restrictions on the transfer of any shares of the Parent’s capital stock that have been repurchased by the Parent and held in treasury.

Subsidiary Covenants. Except for any (a) encumbrance or restriction binding upon The Xxxx Group Inc. and its Subsidiaries permitted under the Transaction Agreement, (b) encumbrance or restriction contained in any of the Transaction Facilities (or any amendments or Permitted Refinancings thereof, provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing), (c) customary provisions restricting subletting, assignment of any lease or assignment of any agreement entered into in the ordinary course of business, (d) customary restrictions and conditions contained in any agreement relating to a sale or disposition not prohibited by Section 10.3 of this Agreement, or (e) any agreement in effect at the time a Subsidiary becomes a Subsidiary, so long as it was not entered into in connection with or in contemplation of such Person becoming a Subsidiary, the Parent and the Borrower Guarantor will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective or suffer to exist any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than any SPV) (i) to pay dividends or make any other distribution on its stock or redemption of its stock, (ii) to or make any other Restricted Payment, pay any Indebtedness or other obligation owed to the Parent, the Borrower Parent Guarantor or any other Subsidiary, (iii) to make loans or advances or other Investments in the Parent, the Borrower Parent Guarantor or any other Subsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Parent, the Borrower Parent Guarantor or any other Subsidiary, except for such encumbrances or restrictions existing under merge, consolidate with or by reason of (a) this Agreement and the other Loan Documents, (b) documents governing Indebtedness permitted under Sections 16.14.11, 16.14.12 or 16.14.13, (c) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of liquidate into the Parent Guarantor or any of its Subsidiaries, (d) customary provisions restricting assignment of any licensing agreement or other contract entered into by Parent and its Subsidiaries in the ordinary course of business, (e) restrictions on the transfer of any asset pending the close of the sale of such asset, (f) restrictions on the transfer of any assets subject to a Lien permitted by Section 6.15, (g) any encumbrance or restriction entered into by a Subsidiary prior to the date such Subsidiary was acquired by the Parent or the Borrower, which encumbrance or restriction does not relate to any Person other than such Subsidiary, and which encumbrance or restriction was not created in contemplation of such acquisition and (h) restrictions on the transfer of any shares of the Parent’s capital stock that have been repurchased by the Parent and held in treasury.

Subsidiary Covenants. The Parent and the Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than any SPV) (ia) to pay dividends or make any other distribution on its stock, (iib) to pay any Indebtedness or other obligation owed to the Parent, the Borrower or any Subsidiary, (iiic) to make loans or advances or other Investments in the Parent, the Borrower or any Subsidiary, or (ivd) to sell, transfer or otherwise convey any of its property to the Parent, the Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (ai) this Agreement and Agreement, the other Loan Documents, (b) documents governing Indebtedness permitted under Sections 16.14.11, 16.14.12 or 16.14.13the Note Purchase Agreements and the Receivables Purchase Documents, (cii) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Parent Borrower or any of its Subsidiaries, (diii) customary provisions restricting assignment of any licensing agreement or other contract entered into by Parent Borrower and its Subsidiaries in the ordinary course of business, (eiv) restrictions on the transfer of any asset pending the close of the sale of such asset, (fv) restrictions on the transfer of any assets subject to a Lien permitted by Section 6.15, (gvi) any encumbrance agreements binding on Property or restriction Persons acquired in a Permitted Acquisition or Investment permitted hereunder, not entered into by a Subsidiary prior to the date in contemplation of such Subsidiary was acquired by the Parent Permitted Acquisition or the Borrower, which encumbrance or restriction does such Investment and not relate applicable to any Person other than such Subsidiarythe Person acquired, or to any Property other than the Property so acquired, and which encumbrance or restriction was not created (vii) customary provisions restricting Liens on assets of and interests in contemplation of such acquisition and (h) restrictions on the transfer of any shares of the Parent’s capital stock that have been repurchased by the Parent and held in treasuryjoint ventures.

Subsidiary Covenants. The Parent and the Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than any SPV) (ia) to pay dividends or make any other distribution on its stock, (iib) to pay any Indebtedness or other obligation owed to the Parent, the Borrower or any Subsidiary, (iiic) to make loans or advances or other Investments in the Parent, the Borrower or any Subsidiary, or (ivd) to sell, transfer or otherwise convey any of its property to the Parent, the Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (ai) this Agreement and Agreement, the other Loan Documents, (b) documents governing Indebtedness permitted under Sections 16.14.11, 16.14.12 or 16.14.13the Note Purchase Agreements and the Receivables Purchase Documents, (cii) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Parent Borrower or any of its Subsidiaries, (diii) customary provisions restricting assignment of any licensing agreement or other contract entered into by Parent Borrower and its Subsidiaries in the ordinary course of business, (eiv) restrictions on the transfer of any asset pending the close of the sale of such assetasset (provided such restrictions apply only to the asset that is to be sold and such sale is permitted hereunder), (fv) restrictions on the transfer of any assets subject to a Lien permitted by Section 6.15, (gvi) any encumbrance agreements binding on Property or restriction Persons acquired in a Permitted Acquisition or Investment permitted hereunder, not entered into by a Subsidiary prior to the date in contemplation of such Subsidiary was acquired by the Parent Permitted Acquisition or the Borrower, which encumbrance or restriction does such Investment and not relate applicable to any Person other than such Subsidiarythe Person acquired, or to any Property other than the Property so acquired, and which encumbrance or restriction was not created (vii) customary provisions restricting Liens on assets of and interests in contemplation of such acquisition and (h) restrictions on the transfer of any shares of the Parent’s capital stock that have been repurchased by the Parent and held in treasuryjoint ventures.

Subsidiary Covenants. The Parent and the Borrower Loan Parties will not, and will not permit any Subsidiary of their Subsidiaries (other than any SPVExcluded Subsidiaries) to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than any SPV) (i) to pay dividends or make any other distribution on its stock, (ii) to pay any Indebtedness or other obligation Obligation owed to the Parent, the Borrower a Loan Party or any Subsidiary, (iii) to other Subsidiary or make loans or advances or other Investments investments in the Parent, the Borrower any Loan Party or any Subsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Parent, the Borrower or any Subsidiary, other Subsidiary except for such any encumbrances or restrictions existing under or by reason of of: (a1) applicable Law; (2) this Agreement and or the other Loan Documents, ; (b) documents governing Indebtedness permitted under Sections 16.14.11, 16.14.12 or 16.14.13, (c3) customary net worth provisions restricting subletting or assignment of any lease governing lease, license or other contract; (4) any leasehold interest of the Parent or any of its Subsidiaries, (d) customary provisions restricting assignment of any licensing agreement or other contract entered into instrument of a Person acquired by Parent or a Subsidiary in a Permitted Acquisition and its Subsidiaries that was in existence at the ordinary course of business, (e) restrictions on the transfer of any asset pending the close of the sale time of such assetPermitted Acquisition, (f) restrictions on the transfer of any assets subject to a Lien permitted by Section 6.15, (g) any encumbrance or restriction entered into by a Subsidiary prior to the date such Subsidiary was acquired by the Parent or the Borrowerbut not created in contemplation thereof, which encumbrance or restriction does is not relate applicable to any Person Person, or the properties or assets of any Person, other than the Person or the property or assets of the Person so acquired; (5) agreements existing on the Closing Date to the extent and in the manner such agreements are in effect on the Closing Date; (6) customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the assets or Capital Stock of such Subsidiary; (7) customary provisions in joint venture agreements and other similar agreements relating solely to the securities, assets and which revenues of such joint venture or other business venture; or (8) an agreement governing Indebtedness incurred to refinance or replace the Indebtedness issued, assume or incurred pursuant to an agreement referred to in clause (2), (4) or (6) above; provided, however, that the provisions relating to such encumbrance or restriction was not created contained in contemplation of any such acquisition and (h) restrictions on Indebtedness are not, in the transfer of any shares of the Parent’s capital stock that have been repurchased aggregate, materially less favorable, taken as a whole, to Parent as determined by the Board of Directors of Parent in its reasonable and held good faith judgment than the provisions relating to such encumbrance or restriction contained in treasuryagreements referred to in such clause (2), (4) or (6).

Subsidiary Covenants. The Parent and the Borrower Company will not, and will not permit any Significant Subsidiary (other than any SPV) to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Significant Subsidiary (other than any SPV) (i) to pay dividends or make any other distribution on its stock, (ii) to or make any other Restricted Payment, pay any Indebtedness or other obligation Obligation owed to the Parent, the Borrower Company or any other Subsidiary, (iii) to make loans or advances or other Investments in the Parent, the Borrower Company or any other Subsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Parent, the Borrower Company or any Subsidiaryother Subsidiary other than pursuant to (i) applicable law, except for such encumbrances or restrictions existing under or by reason of (aii) this Agreement and or the other Loan Documents, (biii) documents governing Indebtedness permitted the 2008 Senior Notes, the 2009 Senior Notes, the 2013 Senior Notes and any other senior (unsubordinated) credit, loan or borrowing facility or senior (unsubordinated) note purchase agreement similar in form and substance to any of the foregoing and in a principal amount equal to or greater than $50,000,000, so long as the creditors under Sections 16.14.11, 16.14.12 such facility or 16.14.13note purchase agreement agree to be bound by the terms of the Intercreditor Agreement, (c) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Parent or any of its Subsidiaries, (d) customary provisions restricting assignment of any licensing agreement or other contract entered into by Parent and its Subsidiaries in the ordinary course of business, (eiv) restrictions on imposed by the transfer holder of any asset pending the close of the sale of such asset, (f) restrictions on the transfer of any assets subject to a Lien permitted by Section 6.157.3(C), (gv) any encumbrance or restriction entered into by restrictions and conditions on the foregoing existing as of the Closing Date, (vi) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary prior or any assets pending such sale, provided that such restrictions and conditions apply only to the date Subsidiary or assets that is or are to be sold and such Subsidiary was acquired sale is permitted hereunder, (vii) restrictions or conditions imposed by the Parent or the Borrower, which encumbrance or restriction does not relate any agreement relating to any Person securitization transaction permitted by this Agreement if such restrictions or conditions apply only to the assets and interests therein that are the subject of the securitization transaction or to any Subsidiary which is a special purpose entity party to and whose sole business relates to such securitization transaction, (viii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) customary provisions in leases and other than contracts restricting the assignment thereof, (x) restrictions and conditions in any existing or future joint venture agreement that restricts the ability of any party to such Subsidiaryagreement to create, and which encumbrance incur or restriction was not created permit a Lien on the equity interests in contemplation of such acquisition the joint venture and (hxi) restrictions on and conditions in any existing or future license agreement with respect to intellectual property that restricts the transfer ability of any shares of the Parent’s capital stock that have been repurchased by the Parent and held in treasuryparty to such agreement to create, incur or permit a Lien on such intellectual property.

Subsidiary Covenants. The Parent and the Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than any SPV) (ia) to pay dividends or make any other distribution on its stock, (iib) to pay any Indebtedness or other obligation owed to the Parent, the Borrower or any Subsidiary, (iiic) to make loans or advances or other Investments in the Parent, the Borrower or any Subsidiary, or (ivd) to sell, transfer or otherwise convey any of its property to the Parent, the Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (ai) this Agreement and Agreement, the other Loan Documents, (b) documents governing Indebtedness permitted under Sections 16.14.11the Existing Loan Agreement, 16.14.12 or 16.14.13the Note Purchase Agreements and the Receivables Purchase Documents, (cii) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Parent Borrower or any of its Subsidiaries, (diii) customary provisions restricting assignment of any licensing agreement or other contract entered into by Parent Borrower and its Subsidiaries in the ordinary course of business, (eiv) restrictions on the transfer of any asset pending the close of the sale of such asset, (fv) restrictions on the transfer of any assets subject to a Lien permitted by Section 6.15, (gvi) any encumbrance agreements binding on Property or restriction Persons acquired in a Permitted Acquisition or Investment permitted hereunder, not entered into by a Subsidiary prior to the date in contemplation of such Subsidiary was acquired by the Parent Permitted Acquisition or the Borrower, which encumbrance or restriction does such Investment and not relate applicable to any Person other than such Subsidiarythe Person acquired, or to any Property other than the Property so acquired, and which encumbrance or restriction was not created (vii) customary provisions restricting Liens on assets of and interests in contemplation of such acquisition and (h) restrictions on the transfer of any shares of the Parent’s capital stock that have been repurchased by the Parent and held in treasuryjoint ventures.

Subsidiary Covenants. The Parent USI and the Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than any SPV) (i) to pay dividends or make any other distribution on its stock, (ii) to pay any Indebtedness or other obligation owed to the ParentUSI, the Borrower or any Subsidiary, (iii) to make loans or advances or other Investments in the ParentUSI, the Borrower or any Subsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the ParentUSI, the Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (a) this Agreement and the other Loan Documents, (b) documents governing Indebtedness permitted under Sections 16.14.116.14.2, 16.14.12 6.14.11, 6.14.12 or 16.14.136.14.13, (c) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Parent USI or any of its Subsidiaries, (d) customary provisions restricting assignment of any licensing agreement or other contract entered into by Parent USI and its Subsidiaries in the ordinary course of business, (e) restrictions on the transfer of any asset pending the close of the sale of such asset, (f) restrictions on the transfer of any assets subject to a Lien permitted by Section 6.15, (g) any encumbrance or restriction entered into by a Subsidiary prior to the date such Subsidiary was acquired by the Parent USI or the Borrower, which encumbrance or restriction does not relate to any Person other than such Subsidiary, and which encumbrance or restriction was not created in contemplation of such acquisition and (h) restrictions on the transfer of any shares of the ParentUSI’s capital stock that have been repurchased by the Parent USI and held in treasury.

Subsidiary Covenants. The Parent and the Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than any SPV) (i) to pay dividends or make any other distribution on its stock, (ii) to pay any Indebtedness or other obligation owed to the Parent, the Borrower or any other Subsidiary, (iii) to make loans or advances or other Investments in the Parent, the Borrower or any other Subsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Parent, the Borrower or any other Subsidiary, except for such encumbrances or restrictions (A) any restriction existing under or by reason of (a1) this Agreement and the other Loan Documents, (b2) documents governing agreements disclosed in Schedule 6.18, (3) the Senior Unsecured Notes Documents, the Senior Secured Notes Documents and agreements with respect to Indebtedness permitted under Sections 16.14.11, 16.14.12 or 16.14.13by this Agreement containing provisions described in clauses (i), (cii) and (iii) above that are not materially more restrictive (as reasonably determined by the Administrative Agent), taken as a whole, than those of the Senior Unsecured Notes Documents or Senior Secured Notes Documents, (B) customary provisions restricting non- assignment, subletting or assignment of any lease governing any leasehold interest of the Parent or any of its Subsidiariestransfer provisions in leases, (d) customary provisions restricting assignment of any licensing agreement or licenses and other contract contracts entered into by Parent and its Subsidiaries in the ordinary course of business, (eC) customary restrictions on contained in purchase and sale agreements limiting the transfer of the subject assets pending closing, (D) any asset pending restriction or condition as required by applicable law, (E) any restriction existing under agreements relating to assets acquired by the close of Borrower or a Subsidiary in a transaction permitted hereby; provided that such agreements existed at the sale time of such assetacquisition, were not put into place in anticipation of such acquisition and are not applicable to any assets other than assets so acquired, (fF) restrictions on any restriction existing under any agreement of a Person acquired as a Subsidiary in a transaction permitted hereby; provided any such agreement existed at the transfer time of such acquisition, was not put into place in anticipation of such acquisition and was not applicable to any Person or assets subject other than the Person or assets so acquired, (G) agreements with respect to a Lien Indebtedness secured by Liens permitted by Section 6.15, 6.15 that restrict the ability to transfer the assets securing such Indebtedness and (gH) any encumbrance or restriction entered into by pursuant to an agreement effecting a Subsidiary prior refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (A)(2)(E) or (F) of this covenant or this clause (H) or contained in any amendment to an agreement referred to in clause (A)(2)(E) or (F) of this covenant or this clause (H); provided, however, that the date encumbrances and restrictions contained in any such Subsidiary was acquired refinancing agreement or amendment, taken as a whole, are not materially more restrictive than the encumbrances and restrictions contained in such predecessor agreements (as reasonably determined by the Parent or the Borrower, which encumbrance or restriction does not relate to any Person other than such Subsidiary, and which encumbrance or restriction was not created in contemplation of such acquisition and (h) restrictions on the transfer of any shares of the Parent’s capital stock that have been repurchased by the Parent and held in treasuryAdministrative Agent).

Subsidiary Covenants. The Parent and the Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than any SPV) (ia) to pay dividends or make any other distribution on its stock, (iib) to pay any Indebtedness or other obligation owed to the Parent, the Borrower or any Subsidiary, (iiic) to make loans or advances or other Investments in the Parent, the Borrower or any Subsidiary, or (ivd) to sell, transfer or otherwise convey any of its property to the Parent, the Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (ai) this Agreement and Agreement, the other Loan Documents, (b) documents governing Indebtedness permitted under Sections 16.14.11the Existing Credit Agreement, 16.14.12 or 16.14.13the Note Purchase Agreements and the Receivables Purchase Documents, (cii) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Parent Borrower or any of its Subsidiaries, (diii) customary provisions restricting assignment of any licensing agreement or other contract entered into by Parent Borrower and its Subsidiaries in the ordinary course of business, (eiv) restrictions on the transfer of any asset pending the close of the sale of such asset, (fv) restrictions on the transfer of any assets subject to a Lien permitted by Section 6.15, (gvi) any encumbrance agreements binding on Property or restriction Persons acquired in a Permitted Acquisition or Investment permitted hereunder, not entered into by a Subsidiary prior to the date in contemplation of such Subsidiary was acquired by the Parent Permitted Acquisition or the Borrower, which encumbrance or restriction does such Investment and not relate applicable to any Person other than such Subsidiarythe Person acquired, or to any Property other than the Property so acquired, and which encumbrance or restriction was not created (vii) customary provisions restricting Liens on assets of and interests in contemplation of such acquisition and (h) restrictions on the transfer of any shares of the Parent’s capital stock that have been repurchased by the Parent and held in treasuryjoint ventures.

Subsidiary Covenants. The Parent and the Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than any SPV) (i) to pay dividends or make any other distribution on its stock, (ii) to pay any Indebtedness or other obligation owed to the Parent, the Borrower or any other Subsidiary, (iii) to make loans or advances or other Investments in the Parent, the Borrower or any other Subsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Parent, the Borrower or any other Subsidiary, except for such encumbrances or restrictions (A) any restriction existing under or by reason of (a1) this Agreement and the other Loan Documents, (b2) documents governing agreements disclosed in Schedule 6.18, (3) the Senior Unsecured Notes Documents and agreements with respect to Indebtedness permitted under Sections 16.14.11, 16.14.12 or 16.14.13by this Agreement containing provisions described in clauses (i), (cii) and (iii) above that are not materially more restrictive (as reasonably determined by the Administrative Agent), taken as a whole, than those of the Senior Unsecured Notes Documents, (B) customary provisions restricting non-assignment, subletting or assignment of any lease governing any leasehold interest of the Parent or any of its Subsidiariestransfer provisions in leases, (d) customary provisions restricting assignment of any licensing agreement or licenses and other contract contracts entered into by Parent and its Subsidiaries in the ordinary course of business, (eC) customary restrictions on contained in purchase and sale agreements limiting the transfer of the subject assets pending closing, (D) any asset pending restriction or condition as required by applicable law, (E) any restriction existing under agreements relating to assets acquired by the close of Borrower or a Subsidiary in a transaction permitted hereby; provided that such agreements existed at the sale time of such assetacquisition, were not put into place in anticipation of such acquisition and are not applicable to any assets other than assets so acquired, (fF) restrictions on any restriction existing under any agreement of a Person acquired as a Subsidiary in a transaction permitted hereby; provided any such agreement existed at the transfer time of such acquisition, was not put into place in anticipation of such acquisition and was not applicable to any Person or assets subject other than the Person or assets so acquired, (G) agreements with respect to a Lien Indebtedness secured by Liens permitted by Section 6.15, 6.15 that restrict the ability to transfer the assets securing such Indebtedness and (gH) any encumbrance or restriction entered into by pursuant to an agreement effecting a Subsidiary prior refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (A)(2)(E) or (F) of this covenant or this clause (H) or contained in any amendment to an agreement referred to in clause (A)(2)(E) or (F) of this covenant or this clause (H); provided, however, that the date encumbrances and restrictions contained in any such Subsidiary was acquired refinancing agreement or amendment, taken as a whole, are not materially more restrictive than the encumbrances and restrictions contained in such predecessor agreements (as reasonably determined by the Parent or the Borrower, which encumbrance or restriction does not relate to any Person other than such Subsidiary, and which encumbrance or restriction was not created in contemplation of such acquisition and (h) restrictions on the transfer of any shares of the Parent’s capital stock that have been repurchased by the Parent and held in treasuryAdministrative Agent).

Subsidiary Covenants. The Parent and the No Borrower will, or will not, and will not permit any Subsidiary (of its Subsidiaries other than any SPV) a Project Finance Subsidiary, a Non-Material Subsidiary or an SPC to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary (other than any SPV) a Project Finance Subsidiary or Non-Material Subsidiary or SPC (i) to pay dividends or make any other distribution on its common stock, (ii) to pay any Indebtedness or other obligation owed to the Parent, the such Borrower or any Subsidiaryother Subsidiary of such Borrower, or (iii) to make loans or advances or other Investments in the Parent, the such Borrower or any Subsidiaryother Subsidiary of such Borrower, or (iv) to sellin each case, transfer or otherwise convey any of its property to the Parent, the Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of other than (a) restrictions and conditions imposed by law or by this Agreement or the Union Electric Credit Agreement (or restrictions and conditions imposed under refinancings or replacements of the other Loan DocumentsUnion Electric Credit Agreement that are substantially the same as those imposed by the Union Electric Credit Agreement) or the documents governing AERG Permitted Debt (or restrictions and conditions imposed under refinancings or replacements of AERG Permitted Debt that are substantially the same as those imposed by such documents), (b) documents governing Indebtedness permitted under Sections 16.14.11restrictions and conditions existing as of the Closing Date, 16.14.12 in each case as identified on Schedule 3 (without giving effect to any amendment or 16.14.13modification expanding the scope of any such restriction or condition), (c) customary provisions restricting subletting or assignment of any lease restrictions and conditions relating to an SPC contained in agreements governing any leasehold interest of the Parent or any of its Subsidiariesa Permitted Securitization, (d) customary provisions restricting assignment of any licensing agreement restrictions and conditions in agreements or other contract arrangements entered into by Parent Electric Energy, Inc. regarding the payment of dividends or the making of other distributions with respect to shares of its capital stock (without giving effect to any amendment or modification expanding the scope of any such restrictions or conditions) and its Subsidiaries in the ordinary course of business, (e) customary restrictions on the transfer of any asset pending the close of and conditions contained in agreements relating to the sale of such asset, (f) restrictions on the transfer of any assets subject to a Lien permitted by Section 6.15, (g) any encumbrance or restriction entered into by a Subsidiary prior pending such sale, provided that such restrictions and conditions apply only to the date Subsidiary that is to be sold and such Subsidiary was acquired by the Parent or the Borrower, which encumbrance or restriction does not relate to any Person other than such Subsidiary, and which encumbrance or restriction was not created in contemplation of such acquisition and (h) restrictions on the transfer of any shares of the Parent’s capital stock that have been repurchased by the Parent and held in treasurysale is permitted hereunder.

Subsidiary Covenants. The Parent USI and the Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than any SPV) (i) to pay dividends or make any other distribution on its stock, (ii) to pay any Indebtedness or other obligation owed to the ParentUSI, the Borrower or any Subsidiary, (iii) to make loans or advances or other Investments in the ParentUSI, the Borrower or any Subsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the ParentUSI, the Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (a) this Agreement and the other Loan Documents, (b) documents governing Indebtedness permitted under Sections 16.14.11, 16.14.12 or 16.14.13, (c) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Parent USI or any of its Subsidiaries, (d) customary provisions restricting assignment of any licensing agreement or other contract entered into by Parent USI and its Subsidiaries in the ordinary course of business, (e) restrictions on the transfer of any asset pending the close of the sale of such asset, (f) restrictions on the transfer of any assets subject to a Lien permitted by Section 6.15, (g) any encumbrance or restriction entered into by a Subsidiary prior to the date such Subsidiary was acquired by the Parent USI or the Borrower, which encumbrance or restriction does not relate to any Person other than such Subsidiary, and which encumbrance or restriction was not created in contemplation of such acquisition and (h) restrictions on the transfer of any shares of the ParentUSI’s capital stock that have been repurchased by the Parent USI and held in treasury.

Subsidiary Covenants. The Parent and the Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than any SPV) (ia) to pay dividends or make any other distribution on its stock, (iib) to pay any Indebtedness or other obligation owed to the Parent, the Borrower or any Subsidiary, (iiic) to make loans or advances or other Investments in the Parent, the Borrower or any Subsidiary, or (ivd) to sell, transfer or otherwise convey any of its property to the Parent, the Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (ai) this Agreement and Agreement, the other Loan Documents, (b) documents governing Indebtedness permitted under Sections 16.14.11, 16.14.12 or 16.14.13the Note Purchase Agreements and the Receivables Purchase Documents, (cii) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Parent Borrower or any of its Subsidiaries, (diii) customary provisions restricting assignment of any licensing agreement or other contract entered into by Parent Borrower and its Subsidiaries in the ordinary course of business, (eiv) restrictions on the transfer of any asset pending the close of the sale of such asset, (fv) restrictions on the transfer of any assets subject to a Lien permitted by Section 6.15‎6.15, (gvi) any encumbrance agreements binding on Property or restriction Persons acquired in a Permitted Acquisition or Investment permitted hereunder, not entered into by a Subsidiary prior to the date in contemplation of such Subsidiary was acquired by the Parent Permitted Acquisition or the Borrower, which encumbrance or restriction does such Investment and not relate applicable to any Person other than such Subsidiarythe Person acquired, or to any Property other than the Property so acquired, and which encumbrance or restriction was not created (vii) customary provisions restricting Liens on assets of and interests in contemplation of such acquisition and (h) restrictions on the transfer of any shares of the Parent’s capital stock that have been repurchased by the Parent and held in treasuryjoint ventures.

Subsidiary Covenants. The Parent and the Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than any SPV) (ia) to pay dividends or make any other distribution on its stock, (iib) to pay any Indebtedness or other obligation owed to the Parent, the Borrower or any Subsidiary, (iiic) to make loans or advances or other Investments in the Parent, the Borrower or any Subsidiary, or (ivd) to sell, transfer or otherwise convey any of its property to the Parent, the Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (ai) this Agreement and Agreement, the other Loan Documents, (b) documents governing Indebtedness permitted under Sections 16.14.11the Existing Loan Agreement, 16.14.12 or 16.14.13the Note Purchase Agreements and the Receivables Purchase Documents, (cii) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Parent Borrower or any of its Subsidiaries, (diii) customary provisions restricting assignment of any licensing agreement or other contract entered into by Parent Borrower and its Subsidiaries in the ordinary course of business, (eiv) restrictions on the transfer of any asset pending the close of the sale of such asset, (fv) restrictions on the transfer of any assets subject to a Lien permitted by Section 6.15‎6.15, (gvi) any encumbrance agreements binding on Property or restriction Persons acquired in a Permitted Acquisition or Investment permitted hereunder, not entered into by a Subsidiary prior to the date in contemplation of such Subsidiary was acquired by the Parent Permitted Acquisition or the Borrower, which encumbrance or restriction does such Investment and not relate applicable to any Person other than such Subsidiarythe Person acquired, or to any Property other than the Property so acquired, and which encumbrance or restriction was not created (vii) customary provisions restricting Liens on assets of and interests in contemplation of such acquisition and (h) restrictions on the transfer of any shares of the Parent’s capital stock that have been repurchased by the Parent and held in treasuryjoint ventures.

Subsidiary Covenants. The Parent and the Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than any SPV) (i) to pay dividends or make any other distribution on its stock, (ii) to pay any Indebtedness or other obligation owed to the Parent, the Borrower or any other Subsidiary, (iii) to make loans or advances or other Investments in the Parent, the Borrower or any other Subsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Parent, the Borrower or any other Subsidiary, except for such encumbrances or restrictions (A) any restriction existing under or by reason of (a1) this Agreement and the other Loan Documents, (b2) documents governing agreements disclosed in Schedule 6.18, and (3) agreements with respect to Indebtedness permitted under Sections 16.14.11, 16.14.12 or 16.14.13by this Agreement setting forth provisions described in clauses (i), (cii) and (iii) above that are not materially more restrictive (as reasonably determined by the Administrative Agent), taken as a whole, than those of the Senior Unsecured Indenture Documents, (B) customary provisions restricting non-assignment, subletting or assignment of any lease governing any leasehold interest of the Parent or any of its Subsidiariestransfer provisions in leases, (d) customary provisions restricting assignment of any licensing agreement or licenses and other contract contracts entered into by Parent and its Subsidiaries in the ordinary course of business, (eC) customary restrictions on contained in purchase and sale agreements limiting the transfer of the subject assets pending closing, (D) any asset pending restriction or condition as required by applicable law, (E) any restriction existing under agreements relating to assets acquired by the close of Borrower or a Subsidiary in a transaction permitted hereby; provided that such agreements existed at the sale time of such assetacquisition, were not put into place in anticipation of such acquisition and are not applicable to any assets other than assets so acquired, (fF) restrictions on any restriction existing under any agreement of a Person acquired as a Subsidiary in a transaction permitted hereby; provided any such agreement existed at the transfer time of such acquisition, was not put into place in anticipation of such acquisition and was not applicable to any Person or assets subject other than the Person or assets so acquired, (G) agreements with respect to a Lien Indebtedness secured by Liens permitted by Section 6.156.15 that restrict the ability to transfer the assets securing such Indebtedness, (gH) any encumbrance or restriction entered into by pursuant to an agreement effecting a Subsidiary prior refinancing of Indebtedness incurred pursuant to the date such Subsidiary was acquired by the Parent an agreement referred to in clause (A)(2)(E) or the Borrower, which (F) of this covenant or this clause (H) or contained in any amendment to an agreement referred to in clause (A)(2)(E) or (F) of this covenant or this clause (H) and (I) any encumbrance or restriction does on assets of a Rabbi Trust or a Rabbi Trust Subsidiary; provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment, taken as a whole, are not relate to any Person other materially more restrictive than the encumbrances and restrictions contained in such Subsidiary, and which encumbrance or restriction was not created in contemplation of such acquisition and predecessor agreements (h) restrictions on the transfer of any shares of the Parent’s capital stock that have been repurchased as reasonably determined by the Parent and held in treasuryAdministrative Agent).

Subsidiary Covenants. The Parent and the Borrower Borrowers will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than any SPV) (i) to pay dividends or make any other distribution on its stock, (ii) to pay any Indebtedness or other obligation Obligation owed to the Parent, the a Borrower or any Subsidiary, (iii) to other Subsidiary or make loans or advances or other Investments in the Parent, the any Borrower or any Subsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Parent, the Borrower or any Subsidiary, other Subsidiary except for such any encumbrances or restrictions existing under or by reason of of: (a1) applicable law, rule, regulation or order (including agreements with regulatory authorities); (2) this Agreement and or the other Loan Documents, ; (b) documents governing Indebtedness permitted under Sections 16.14.11, 16.14.12 or 16.14.13, (c3) customary net worth provisions restricting subletting or assignment of any lease governing lease, license or other contract; (4) any leasehold interest of the Parent or any of its Subsidiaries, (d) customary provisions restricting assignment of any licensing agreement or other contract entered into instrument of a Person acquired by Parent or a Subsidiary in an Acquisition permitted hereby and its Subsidiaries that was in existence at the ordinary course of business, (e) restrictions on the transfer of any asset pending the close of the sale time of such assetAcquisition, (f) restrictions on the transfer of any assets subject to a Lien permitted by Section 6.15, (g) any encumbrance or restriction entered into by a Subsidiary prior to the date such Subsidiary was acquired by the Parent or the Borrowerbut not created in contemplation thereof, which encumbrance or restriction does is not relate applicable to any Person Person, or the properties or assets of any Person, other than the Person or the property or assets of the Person so acquired; (5) agreements existing on the Closing Date to the extent and in the manner such agreements are in effect on the Closing Date; (6) customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the assets or Capital Stock of such Subsidiary; (7) customary provisions in joint venture agreements and other similar agreements relating solely to the securities, assets and which revenues of such joint venture or other business venture; or (8) an agreement governing Indebtedness incurred to refinance or replace the Indebtedness issued, assume or incurred pursuant to an agreement referred to in clause (2), (4) or (6) above; provided, however, that the provisions relating to such encumbrance or restriction was not created contained in contemplation of any such acquisition and (h) restrictions on Indebtedness are not, in the transfer of any shares of the Parent’s capital stock that have been repurchased aggregate, materially less favorable, taken as a whole, to Parent as determined by the Board of Directors of Parent in its reasonable and held good faith judgment than the provisions relating to such encumbrance or restriction contained in treasuryagreements referred to in such clause (2), (4) or (6).

Subsidiary Covenants. The Parent and the No Borrower will, or will not, and will not permit any Subsidiary (of its Subsidiaries other than any SPV) a Project Finance Subsidiary, a Non-Material Subsidiary or an SPC to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary (other than any SPV) a Project Finance Subsidiary or Non-Material Subsidiary or SPC (i) other than with respect to dividends payable by the Company to its shareholders, to pay dividends or make any other distribution on its common stock, (ii) to pay any Indebtedness or other obligation owed to the Parent, the such Borrower or any Subsidiaryother Subsidiary of such Borrower, or (iii) to make loans or advances or other Investments in the Parent, the such Borrower or any Subsidiaryother Subsidiary of such Borrower, or (iv) to sellin each case, transfer or otherwise convey any of its property to the Parent, the Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of other than (a) restrictions and conditions imposed by law or by this Agreement, the Ameren/UE Agreement (or restrictions and conditions imposed under refinancings or replacements of the other Loan DocumentsAmeren/UE Agreement that are substantially the same as those imposed by the Ameren/UE Agreement), the CILCORP Pledge Agreement or the documents governing Resources Permitted Debt, (b) documents governing Indebtedness permitted under Sections 16.14.11restrictions and conditions existing on the date hereof, 16.14.12 in each case as identified on Schedule 3 (without giving effect to any amendment or 16.14.13modification expanding the scope of any such restriction or condition), (c) customary provisions restricting subletting or assignment of any lease restrictions and conditions relating to an SPC contained in agreements governing any leasehold interest of the Parent or any of its Subsidiariesa Permitted Securitization, and (d) customary provisions restricting assignment of any licensing agreement or other contract entered into by Parent restrictions and its Subsidiaries conditions contained in the ordinary course of business, (e) restrictions on the transfer of any asset pending the close of agreements relating to the sale of such asset, (f) restrictions on the transfer of any assets subject to a Lien permitted by Section 6.15, (g) any encumbrance or restriction entered into by a Subsidiary prior pending such sale, provided that such restrictions and conditions apply only to the date Subsidiary that is to be sold and such Subsidiary was acquired by the Parent or the Borrower, which encumbrance or restriction does not relate to any Person other than such Subsidiary, and which encumbrance or restriction was not created in contemplation of such acquisition and (h) restrictions on the transfer of any shares of the Parent’s capital stock that have been repurchased by the Parent and held in treasurysale is permitted hereunder.