Common use of Clauses Restricting Subsidiary Distributions Clause in Contracts

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Loan Party and any of their respective Subsidiaries to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or to pay any Indebtedness owed to, any other Group Member, (b) make loans or advances to, or other Investments in, any other Group Member, or (c) transfer any of its assets to any other Group Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) customary restrictions on the assignment of leases, licenses and other agreements, (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, (v) agreements binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, or (vi) the transfer of any property subject to Liens permitted by Section 7.3.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Loan Party and any Subsidiary of their respective Subsidiaries the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or to pay any Indebtedness owed to, any other Group Member, (b) make loans or advances to, or other Investments in, any other Group Member, or (c) transfer any of its assets to any other Group Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) customary restrictions on the assignment of leases, licenses and other agreements, or (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, thereby or (v) agreements binding on a Subsidiary at any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Section 7.3(c), (d), (l), (m) and (n) (provided that any such restriction relates only to the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, assets or (vi) the transfer of any property subject to Liens permitted by Section 7.3such Lien or being Disposed).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Loan Party and any Subsidiary of their respective Subsidiaries the Parent Borrower to (a) make any payment of a type described in the definition of “Restricted Payments Payment” in respect of any Capital Stock of such Subsidiary held by, or to pay any Indebtedness owed to, any other Group Member, (b) make loans or advances to, or other Investments investments in, any other Group Member, Member or (c) transfer any of its assets to any other Group Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the under, or imposed by (A) any Loan Documents, Document or (B) law; (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with a (x) the Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Subsidiary, Subsidiary or (y) the Disposition of any asset of such Subsidiary so long as the encumbrance or restriction applies only to the asset to be Disposed; (iii) customary restrictions on the assignment of leases, licenses and other agreements, (iv) restrictions of the nature referred conditions contained in documentation relating to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, (v) agreements binding on a Subsidiary acquired after the Closing Date, provided that such restriction or condition (x) existed at the time such Subsidiary first becomes Person became a Subsidiary of the Borrower, so long as such agreements were and was not entered into created in contemplation of or in connection with such Person becoming a Subsidiary of and (y) applies only to such Subsidiary and (iv) restrictions contained in the Borrower, or (vi) the transfer documents governing any Indebtedness of any property subject to Liens Subsidiary permitted by under Section 7.37.2.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Loan Party and any of their respective Subsidiaries Subsidiary, directly or indirectly, to (a) make Restricted Dividend Payments in respect of any Capital Stock Equity Interests of such Subsidiary held by, or to pay any Indebtedness owed to, any other Group Membera Loan Party, (b) make loans or advances to, or other Investments in, any other Group Member, a Loan Party or (c) transfer any of its assets to any other Group Membera Loan Party, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents or the First Lien Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted hereby the disposition of all or substantially all of (A) the Capital Stock Equity Interests of such Subsidiary held by Holdco, Borrower or any of their Subsidiaries or (B) the assets of such Subsidiary, (iii) customary restrictions on provisions restricting assignments or sublets of any lease or other agreement entered into in the assignment ordinary course of leases, licenses and other agreementsbusiness, (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed therebyPermitted Liens, (v) agreements binding customary restrictions contained in an agreement related to the sale of such property that limit the transfer of such property pending the consummation of such sale and (vi) any restriction on a Subsidiary at the time existing prior to such Subsidiary first becomes a Subsidiary of the Borrower, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, Borrower (and that was not created in anticipation thereof or (vi) the transfer of any property subject to Liens permitted by Section 7.3connection therewith).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Loan Party and Subsidiary of the Borrower or any of their respective Subsidiaries Guarantor to (a) make Restricted Payments in respect of any Capital Stock capital stock of such Subsidiary held by, or to pay any Indebtedness owed to, the Borrower, any Guarantor or any other Group MemberSubsidiary of the Borrower or a Guarantor, (b) make loans or advances to, or other Investments in, the Borrower, any Guarantor or any other Group Member, Subsidiary of the Borrower or a Guarantor or (c) transfer any of its assets to the Borrower, any Guarantor or any other Group MemberSubsidiary of the Borrower or a Guarantor, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with a the Disposition permitted hereby of all or substantially all of the Capital Stock capital stock or assets of such Subsidiary, (iii) customary restrictions on the assignment of leases, licenses and other agreements, and (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, (v) agreements binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, or (vi) the transfer of any property subject to Liens permitted by Section 7.3.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Loan Party and any Subsidiary of their respective Subsidiaries the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or to pay any Indebtedness owed to, any other Group Member, (b) make loans or advances to, or other Investments in, any other Group Member, or (c) transfer any of its assets to any other Group Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) customary restrictions on the assignment of leases, licenses and other agreementsagreements entered into in the ordinary course of business, (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, or (v) agreements binding on a Subsidiary at any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Section 6.3(c), (m), (n) and (p) (provided that any such restriction relates only to the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, assets or (vi) the transfer of any property subject to Liens permitted by Section 7.3such Lien or being Disposed).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Loan Party and any Subsidiary of their respective Subsidiaries Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or to pay any Indebtedness owed to, any other Group Member, (b) make loans or advances to, or other Investments in, any other Group Member, or (c) transfer any of its assets to any other Group Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsDocuments or any Cash Management Agreement, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) customary restrictions on the assignment of leases, licenses and other agreements, (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, or (v) agreements binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under clauses (e) and (l) of the Borrower, so long as definition of Permitted Lien (provided that any such agreements were not entered into in contemplation of such Person becoming a Subsidiary of restriction relates only to the Borrower, assets or (vi) the transfer of any property subject to Liens permitted by Section 7.3such Lien or being Disposed).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Loan Party and any Subsidiary of their respective Subsidiaries a Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or to pay any Indebtedness owed to, any other Group Member, (b) make loans or advances to, or other Investments in, any other Group Member, or (c) transfer any of its assets to any other Group Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) customary restrictions on the assignment of leases, licenses and other agreements, or (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, (v) agreements binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, or (vi) the transfer of any property subject to Liens permitted by Section 7.3.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Loan Party and any of their respective Subsidiaries Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Restricted Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any other Group Member, Restricted Subsidiary or (b) make loans Investments in the Borrower or advances to, or other Investments in, any other Group Member, or (c) transfer any of its assets to any other Group MemberRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a such Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with a the Disposition permitted hereby of all or substantially all of the Capital Stock Equity Interests or assets of such SubsidiaryRestricted Subsidiary to the extent permitted hereunder, (iii) customary any restrictions on set forth in the assignment documentation for the ABL Credit Agreement or any Junior Indebtedness or any Permitted Amendment or Refinancing of leases, licenses and other agreementsany of the foregoing, (iv) any restrictions contained in agreements related to Indebtedness of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, (v) agreements binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, or (viA) the transfer Borrower or any Subsidiary Guarantor with respect to the disposition of any property subject to Liens permitted by Section 7.3.assets securing such Indebtedness (in which case, any

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Loan Party and any of their respective Subsidiaries Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any other Group Member, Subsidiary or (b) make loans Investments in the Borrower or advances to, or other Investments in, any other Group Member, or (c) transfer any of its assets to any other Group MemberSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with a the Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) customary any restrictions on set forth in the assignment of leases, licenses Senior Subordinated Note Indenture (and other agreementsthe instruments or agreements governing any Indebtedness permitted pursuant to Section 7.2(j)(ii)), (iv) any restrictions contained in agreements related to Indebtedness of the nature referred any Excluded Foreign Subsidiary (in which case such restriction shall relate only to in clause (csuch Excluded Foreign Subsidiary and its Subsidiaries) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, and (v) agreements binding on a Subsidiary at any restrictions regarding licenses or sublicenses by the time Borrower and its Subsidiaries of Intellectual Property in the ordinary course of business (in which case such Subsidiary first becomes a Subsidiary of the Borrower, so long as restriction shall relate only to such agreements were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, or (vi) the transfer of any property subject to Liens permitted by Section 7.3Intellectual Property).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Loan Party and any of their respective Subsidiaries Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or to pay any Indebtedness owed to, CC Operating or any other Group MemberSubsidiary, (b) make loans or advances to, or other Investments in, CC Operating or any other Group Member, Subsidiary or (c) transfer any of its assets to CC Operating or any other Group MemberSubsidiary, except for for, in each case, such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with a the Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) customary any restrictions on imposed pursuant to the assignment of leases, licenses and other agreementsHoldings Debt Agreements or the Tower Notes Indenture Documents, (iv) any restrictions of substantially comparable to the nature referred to in restrictions permitted by clause (ciii) above under agreements and imposed pursuant to any agreement governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed therebyany other Indebtedness of Holdings, (v) agreements binding on a Subsidiary at any restrictions imposed by applicable law, (vi) any restrictions imposed by the time such Subsidiary first becomes a Subsidiary Governing Documents of Holdings or any of its Subsidiaries as in effect as of the Borrower, so long as such agreements were not date hereof and (vi) customary provisions in leases and other contracts entered into in contemplation the ordinary course of such Person becoming a Subsidiary of business restricting the Borrower, or (vi) the transfer of any property subject to Liens permitted by Section 7.3assignment thereof.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Loan Party and any of their respective Subsidiaries to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or to pay any Indebtedness owed to, any other Group Member, (b) make loans or advances to, or other Investments in, any other Group Member, or (c) transfer any of its assets to any other Group Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) customary restrictions on the assignment of leases, licenses and other agreements, (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, (v) agreements binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, 110 so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, or (vi) the transfer of any property subject to Liens permitted by Section 7.3.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Loan Party and any Subsidiary of their respective Subsidiaries the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or to pay any Indebtedness owed to, any other Group Member, (b) make loans or advances to, or other Investments in, any other Group Member, or (c) transfer any of its assets to any other Group Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) customary restrictions on the assignment of leases, licenses and other agreementsagreements entered into in the ordinary course of business, (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, or (v) agreements binding on a Subsidiary at any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Section 7.3(c), (m), (n) and (p) (provided that any such restriction relates only to the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, assets or (vi) the transfer of any property subject to Liens permitted by Section 7.3such Lien or being Disposed).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Loan Party and any Subsidiary of their respective Subsidiaries the Borrowers to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or to pay any Indebtedness owed to, any other Group Member, (b) make loans or advances to, or other Investments in, any other Group Member, or (c) transfer any of its assets to any other Group Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) customary restrictions on the assignment of leases, licenses and other agreements, or (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, (v) agreements binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, or (vi) the transfer of any property subject to Liens permitted by Section 7.3.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Loan Party and any of their respective Subsidiaries to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or to pay any Indebtedness owed to, any other Group Member, (b) make loans or advances to, or other Investments in, any other Group Member, or (c) transfer any of its assets to any other Group Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) customary restrictions on the assignment of leases, licenses and other agreements, (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or liens, Capital Lease Obligations or other secured Indebtedness otherwise permitted hereby which restrictions are only effective against the assets financed thereby, (v) restrictions or conditions imposed by Requirements of Law, and (vi) any agreements binding on a Subsidiary in effect at the time such Subsidiary first any Person becomes a Subsidiary of the BorrowerGroup Member; provided, so long as however, that such agreements were agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, or (vi) the transfer of any property subject to Liens permitted by Section 7.3Group Member.