Common use of Limitations on Upstreaming Clause in Contracts

Limitations on Upstreaming. Enter into any agreement restricting or limiting the payment of dividends or other distributions from any Subsidiary to the Borrower or to any other Subsidiary owning Subsidiary Securities of such Subsidiary; provided that the foregoing shall not apply to restrictions or conditions (i) imposed by law or any Loan Document, (ii) existing on the date hereof identified on Schedule 8.9, (iii) customarily contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) in existence at the time a Person becomes a Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, (v) contained in (A) any agreement in respect of Vehicle Secured Indebtedness or Vehicle Receivables Indebtedness or (B) any other agreement of an entity or related to assets acquired by or merged into or consolidated with the Borrower or any Subsidiary so long (in the case of clause (B)) as such encumbrance or restriction was not entered into in connection with, or in contemplation of, such acquisition, merger or consolidation, (vi) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any Subsidiary, or (vii) covenants in franchise agreements and/or framework agreements with Manufacturers customary for franchise agreements and/or framework agreements in the automobile retailing industry.