Common use of No Restrictions on Subsidiary Distributions to Borrowers Clause in Contracts

No Restrictions on Subsidiary Distributions to Borrowers. Except as provided herein the Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (1) pay dividends or make any other distribution on any of such Subsidiary’s Stock owned by any Borrower or any other Subsidiary; (2) pay any Indebtedness owed to any Borrower or any other Subsidiary; (3) make loans or advances to any Borrower or any other Subsidiary; or (4) transfer any of its property or assets to any Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) mandatory provisions of applicable law, if any, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings or any of its Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of its Subsidiaries is the licensee) or other contract entered into by Holdings or any of its Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any asset pending the close of the sale of such asset, (vi) any operating lease or capital lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person, (vii) customary provisions in partnership agreements, limited liability company organizational documents, joint venture agreements and other similar agreements entered into the ordinary course of business in connection with an Investment expressly permitted under Section 3.3 that restrict the transfer of capital stock in partnership, limited liability companies, joint ventures or similar Persons and (viii) restrictions contained in agreements for Subordinated Debt permitted under Section 3.1(f), provided, that restrictions in any such Subordinated Debt agreement shall not be more restrictive than any contained in this Agreement.

No Restrictions on Subsidiary Distributions to Borrowers. Except as provided herein herein, the Credit Parties shall not not, and shall not cause or permit their Subsidiaries to to, directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (1) create or assume any Lien in favor of Applicable Agent, Collateral Agent, Netherlands Security Trustee and Lenders upon its properties or assets, whether now owned or hereafter acquired, (2) pay dividends or make any other distribution on any of such Subsidiary’s Stock owned by any Borrower or any other Subsidiary; (23) pay any Indebtedness owed to any Borrower or any other Subsidiary; (34) make loans or advances to any Borrower or any other Subsidiary; or (45) transfer any of its property or assets to any Borrower or any other Subsidiary, Subsidiary in each case except for such encumbrances or restrictions existing under or by reason of (i) mandatory provisions of applicable law, if anyrule, regulation or order, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing any a leasehold interest of Holdings or any of its Subsidiariesinterest, (iv) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of its Subsidiaries is the licensee) or other contract entered into by Holdings any Borrower or any Subsidiary of any Borrower, (v) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by any Borrower or any of its Subsidiaries in the ordinary course of business, (vvi) any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the equity interests or assets of such Subsidiary, so long as such sale or disposition of all or substantially all of the equity interests or assets of such Subsidiary is permitted under this Agreement, (vii) restrictions contained in agreements governing Indebtedness that do not restrict Applicable Agent’s, Collateral Agent’s, Netherlands Security Trustee’s and Lenders’ ability to obtain first priority perfected Liens on the assets of any Credit Party, subject to Permitted Encumbrances and do not restrict the payment of the Loans and the other Obligations, (viii) restrictions on the transfer of any asset pending assets securing purchase money obligations, industrial revenue bonds and Capital Lease Obligations otherwise permitted under this Agreement, (ix) restrictions on the close transfer of assets pursuant to executory contracts for the sale thereof, (x) for Permitted Encumbrances of the sale type specified in clause (f) of such assetthe definition thereof, (vixi) any operating lease the Senior Note Documents and the Subordinated Debt Agreements or capital leasepermitted refinancings thereof, insofar as the provisions thereof limit grants of a security interest in, (x) restrictions on cash or other assignments ofdeposits under contracts for the purchase of Inventory or Equipment entered into in the ordinary course of business, (xi) contractual encumbrances or restrictions in effect on the Closing Date or any agreements related leasehold interest to any other Personpermitted renewal, extension or refinancing of any Indebtedness existing on the Closing Date that does not expand the scope of any such encumbrance or restriction; (viixii) customary provisions in partnership agreements, limited liability company organizational documents, joint venture agreements and other similar agreements applicable to joint ventures; (xiii) 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; (xiv) customary provisions contained in leases or licenses of intellectual property and other similar agreements entered into in the ordinary course of business business; (xv) customary restrictions and conditions contained in connection with an Investment expressly any agreement relating to the sale of any asset permitted under Section 3.3 that restrict 3.7 pending the transfer consummation of capital stock such sale; or (xvi) any agreement in partnershipeffect at the time such subsidiary becomes a Subsidiary, limited liability companies, joint ventures or similar Persons and (viii) restrictions contained so long as such agreement was not entered into in agreements for Subordinated Debt permitted under Section 3.1(f), provided, that restrictions in any contemplation of such Subordinated Debt agreement shall not be more restrictive than any contained in this Agreementperson becoming a Subsidiary.

No Restrictions on Subsidiary Distributions to Borrowers. Except as provided herein the The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (1i) pay dividends or make any other distribution on any of such Subsidiary’s 's Stock owned by any Borrower or any other SubsidiarySubsidiary (other than encumbrances or restrictions requiring that any payment of dividends or distributions be made on a pro rata basis to the holders of such Stock); (2ii) pay any Indebtedness owed to any Borrower or any other Subsidiary; (3iii) make loans or advances to any Borrower or any other Subsidiary; or (4iv) except for restrictions on the transfers of specific assets subject to Capital Leases or other leases or purchase money obligations, transfer any of its property or assets to any Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of as provided (iA) mandatory provisions of applicable law, if anyin this Agreement, (iiB) this Agreement and in the other Loan DocumentsPublic Note Indenture, (iiiC) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of Holdings or any of its Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of its Subsidiaries is the licensee) or other contract entered into by Holdings or any of its Subsidiaries in the ordinary course of business, terms (v) restrictions on the transfer of any asset pending the close existing as of the sale time of such asset, (vithe applicable Permitted Acquisition) any operating lease or capital lease, insofar as of the provisions thereof limit grants Indebtedness of a security interest in, or other assignments of, the related leasehold interest to any other Person, (vii) customary provisions in partnership agreements, limited liability company organizational documents, joint venture agreements and other similar agreements entered into the ordinary course of business Target that is assumed in connection with an Investment expressly permitted under Section 3.3 that restrict the transfer a Permitted Acquisition so long as (x) such Indebtedness is not incurred by any Person in connection with or anticipation or contemplation of capital stock in partnership, limited liability companies, joint ventures or similar Persons such Permitted Acquisition and (viiiy) restrictions contained such terms are not applicable to any Person, or the properties or assets of any Person, other than the Target or the properties or assets of the Target so acquired, (D) in agreements for Subordinated Debt the terms of Indebtedness of a non-Wholly-owned Subsidiary or an Unfavorable Jurisdiction Credit Party so long as (x) no proceeds of any Loans are directly or indirectly loaned, invested or otherwise transferred to such non-Wholly-owned Subsidiary or Unfavorable Credit Party, (y) none of the consideration paid in connection with the acquisition of such non-Wholly-owned Subsidiary or such Unfavorable Jurisdiction Credit Party was funded directly or indirectly with the proceeds of any Loans and (z) such terms are not applicable to any Person, or the properties or assets of any Person, other than to such non-Wholly-owned Subsidiary or Unfavorable Jurisdiction Credit Party and (E) in the terms of secured Indebtedness of Unrestricted Subsidiaries so long as (x) such Indebtedness is permitted under Section 3.1(f)by SECTION 3.1(m) and (y) such terms are not applicable to any Person, providedor the properties or assets of any Person, that restrictions in any other than such Subordinated Debt agreement shall not be more restrictive than any contained in this Agreement.Unrestricted Subsidiary or the properties or assets of such Unrestricted Subsidiary. Annex A Page 44

No Restrictions on Subsidiary Distributions to Borrowers. Except as provided herein or in any of the other Loan Documents, the Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to: (1) pay dividends or make any other distribution on any of such Subsidiary’s Stock owned by any Borrower or any other Subsidiary; Subsidiary or (2) pay any Indebtedness owed to any Borrower make or any other Subsidiary; (3) make repay loans or advances to any Borrower or any other Subsidiary; or (4) transfer any of its property or assets to any Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) mandatory provisions restrictions with respect to a Subsidiary of applicable lawthe Borrowers imposed pursuant to an agreement that has been entered into in connection with the disposition of such Subsidiary’s assets or all of such Subsidiary’s Stock, if anyin each case, to the extent such restrictions are imposed during the pendency of such disposition and such disposition is either expressly permitted hereunder or, in connection with the disposition of all of such Subsidiary’s Stock, such Stock disposition shall give rise to the concurrent repayment in full of the Obligations no later than thirty (30) days following the date of entering such agreement, (ii) this Agreement restrictions and conditions existing on the other Loan DocumentsClosing Date and any amendment, modification, renewal, increase, supplement, refunding, replacement or refinancing of such contract or agreement containing such restriction or condition, in each case, so long as not done so in a manner materially adverse to the interest of the Lenders, taken as a whole, (iii) customary provisions restricting subletting in the case of a Subsidiary that is not a wholly-owned Subsidiary, restrictions or assignment of any lease governing any leasehold interest of Holdings conditions imposed by its Governing Documents or any of its Subsidiariesrelated joint venture or similar agreement, (iv) restrictions in any agreement evidencing Indebtedness of a Subsidiary that is not a Credit Party permitted by Section 3.1 or Indebtedness permitted by Section 3.1 that is secured by a Permitted Encumbrance if such encumbrance or restriction applies only to the Person obligated under such Indebtedness or the property or assets intended to secure such Indebtedness, (v) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of its Subsidiaries is the licensee) assignments, subletting or other contract transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into by Holdings or any of its Subsidiaries in the ordinary course of business, (v) restrictions on the transfer of any asset pending the close of the sale of such asset, business and customary net worth or similar provisions and (vi) any operating lease restrictions arising under applicable law, rule, regulation or capital lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person, (vii) customary provisions in partnership agreements, limited liability company organizational documents, joint venture agreements and other similar agreements entered into the ordinary course of business in connection with an Investment expressly permitted under Section 3.3 that restrict the transfer of capital stock in partnership, limited liability companies, joint ventures or similar Persons and (viii) restrictions contained in agreements for Subordinated Debt permitted under Section 3.1(f), provided, that restrictions in any such Subordinated Debt agreement shall not be more restrictive than any contained in this Agreementorder.