Common use of Payment Restrictions Affecting Subsidiaries Clause in Contracts

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) the Loan Documents, (ii) any agreement or instrument evidencing Surviving Debt or Refinancing Debt, (iii) any agreement evidencing any Non-Recourse Debt permitted under this Agreement so long as any such limiting agreement or arrangement in such agreement may be triggered only by a default or event of default under the terms of such agreement or is on customary terms otherwise satisfactory to the Administrative Agent; (iv) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (v) any Excluded Subsidiary Agreement, and (vi) any restrictions with respect to any Subsidiary of the Borrower imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests in or assets of such Subsidiary to an unaffiliated Person that is not prohibited by Section 5.02(e).

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) the Loan Documents, (ii) any agreement or instrument evidencing Surviving Debt or Refinancing any Debt extending, refunding or refinancing such Surviving Debt, (iii) any agreement evidencing any Non-Recourse Debt permitted under this Agreement so long as any such limiting agreement or arrangement in such agreement may be triggered only by a default or event of default under the terms of such agreement or is on customary terms otherwise satisfactory to the Administrative Agentagreement; (iv) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, and (viv) any Excluded Subsidiary Agreement, and (vi) any restrictions with respect to any Subsidiary of the Borrower imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests in or assets of such Subsidiary to an unaffiliated Person that is not prohibited by Section 5.02(e).

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) the Loan Documents, (ii) any agreement or instrument evidencing Surviving Debt or Refinancing Debt, (iii) any agreement evidencing any Non-Recourse Debt permitted under this Agreement so long as any such limiting agreement or arrangement in such agreement may be triggered only by a default or event of default under the terms of such agreement or is on customary terms otherwise satisfactory to the Administrative Agent; (iv) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, Borrower and (v) any Excluded Subsidiary Agreement, and (vi) any restrictions with respect to any Subsidiary of the Borrower imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests in or assets of such Subsidiary to an unaffiliated Person that is not prohibited by Section 5.02(e).

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) the Loan Documents, (ii) any agreement or instrument evidencing Surviving Debt or Refinancing Debt extending, refunding or refinancing such Surviving Debt, (iii) any agreement evidencing any Non-Recourse Debt permitted under this Agreement so long as any such limiting agreement or arrangement in such agreement may be triggered only by a default or event of default under the terms of such agreement or is on customary terms otherwise satisfactory to the Administrative Agentagreement; and (iv) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (v) any Excluded Subsidiary Agreement, and (vi) any restrictions with respect to any Subsidiary of the Borrower imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests in or assets of such Subsidiary to an unaffiliated Person that is not prohibited by Section 5.02(e).

Payment Restrictions Affecting Subsidiaries. Directly The Borrower shall not directly or indirectly, enter into or suffer to exist, or permit any of its Restricted Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Restricted Subsidiaries to declare or pay dividends or other distributions in respect of its Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or invest in, the Borrower or any Restricted Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) the Loan Documents, (ii) the existing terms of the Indenture evidencing the Subordinated Notes or any other agreement or instrument evidencing Surviving Debt or Refinancing Debt, (iii) any agreement evidencing any Non-Recourse Debt permitted under this Agreement so long as any such limiting agreement or arrangement in such agreement may be triggered only by a default or event of default under the terms of such agreement or is on customary terms otherwise satisfactory to the Administrative Agent; (iv) any agreement in effect at the time such Restricted Subsidiary becomes a Restricted Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower, (iv) any restrictive covenants contained in any agreement to sell any of the Borrower Properties so long as such agreement permits the distribution of cash to pay the Obligations, and (v) any Excluded Subsidiary Agreementcovenants restricting the transfer, sale or other disposition of assets subject to Liens permitted under Section 5.02(a)(iii), (iv), (v) and (vi) any restrictions with respect to any Subsidiary of the Borrower imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests in or assets of such Subsidiary to an unaffiliated Person that is not prohibited by Section 5.02(e).

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement (excluding requirements of applicable law) limiting the ability of any of its Subsidiaries to (i) declare or pay dividends or other distributions in respect of its Equity Interests or (ii) repay or prepay any Debt owed to, (iii) make loans or advances to, or (iv) otherwise transfer assets to or invest make Investments in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (iA) the Loan Documents, (iiB) any agreement or instrument evidencing any Surviving Debt or Refinancing Debt, the Floating Rate Notes and the Senior Subordinated Notes, in each case as in effect on the Effective Date, (iii) any agreement evidencing any Non-Recourse Debt permitted under this Agreement so long as any such limiting agreement or arrangement in such agreement may be triggered only by a default or event of default under the terms of such agreement or is on customary terms otherwise satisfactory to the Administrative Agent; (ivC) any agreement in effect at the time such Subsidiary becomes a Person first became a Subsidiary of the Borrower, so long as such agreement was has not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (vD) in the case of clause (iv), agreements and instruments that restrict in a customary manner the subletting, assignment or transfer of any Excluded Subsidiary Agreementproperty or asset (including any intellectual property) that is a lease, and license or similar arrangement permitted hereunder, (viE) any restrictions existing under, by reason of or with respect to any Subsidiary of the Borrower imposed pursuant to an agreement which has been entered into for the sale or other disposition of all of the capital stock of or all or substantially all of the Equity Interests in or assets of a Subsidiary, otherwise permitted under this Agreement, which agreement restricts distributions by that Subsidiary pending such Subsidiary to an unaffiliated Person that is not prohibited by Section 5.02(e).sale or other disposition. Pregis Credit Agreement

Payment Restrictions Affecting Subsidiaries. Directly The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its Equity Interests or repay or prepay any Debt Indebtedness owed to, make loans or advances to, or otherwise transfer assets to or invest in, the Borrower Company or any Subsidiary of the Borrower Company (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) the Loan Credit Documents, (ii) any agreement governing Indebtedness permitted under 6.1(f) or instrument evidencing Surviving Debt or Refinancing Debt6.1(p), to the extent restricting the transfer of assets securing such Indebtedness, (iii) any agreement evidencing any Non-Recourse Debt permitted under this Agreement so long as any such limiting agreement or arrangement in such agreement may be triggered only by a default or event of default under the terms of such agreement or is on customary terms otherwise satisfactory to the Administrative Agent; governing Permitted Unsecured Indebtedness, (iv) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the BorrowerCompany, so long as such agreement was not entered into solely in anticipation or contemplation of such Person becoming a Subsidiary of the BorrowerCompany, (v) any Excluded Subsidiary Agreementrestrictions binding on Subsidiaries that constitute joint ventures with Persons other than Group Members, and (vi) any restrictions agreements binding on Foreign Subsidiaries entered into with respect to any Subsidiary of Indebtedness permitted to be incurred by such Foreign Subsidiaries and (vii) restrictions existing on the Borrower imposed pursuant to an agreement which has been entered into for Restatement Effective Date contained in the sale or disposition of all or substantially all of the Equity Interests in or assets of such Subsidiary to an unaffiliated Person that is not prohibited by Section 5.02(e)2017 Senior Notes Indenture1.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) the Loan Documents, (ii) any agreement or instrument evidencing Surviving Debt or Refinancing Debt, (iii) any agreement or instrument evidencing any Refinancing Debt that extends, refunds or refinances any Surviving Debt, so long as the limitations contained in such Refinancing Debt are no more restrictive than those contained in the Surviving Debt which is refinanced thereby, (iv) any agreement evidencing any Non-Recourse Debt permitted under this Agreement so long as the limitations contained therein do not apply to any such limiting agreement or arrangement in such agreement may be triggered only by a default or event of default under the terms of such agreement or is on customary terms otherwise satisfactory to the Administrative Agent; Loan Party, and (ivv) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (v) any Excluded Subsidiary Agreement, and (vi) any restrictions with respect to any Subsidiary of the Borrower imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests in or assets of such Subsidiary to an unaffiliated Person that is not prohibited by Section 5.02(e).

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to existEnter into, or ------------------------------------------- permit Holdings or any of its Subsidiaries to enter into or suffer to existinto, any agreement agreement, instrument or arrangement limiting other document which directly or indirectly prohibits or restricts in any manner, or would have the effect of prohibiting or restricting in any manner, the ability of any of its the Borrower's Subsidiaries to declare or (i) pay dividends or make any other distributions in respect of its Capital Stock or any other Equity Interests Interest or participation in its profits owned by the Borrower or any of its Subsidiaries, or pay or repay or prepay any Debt owed toto the Borrower or any of its Subsidiaries, (ii) make loans or advances toto the Borrower, or otherwise (iii) transfer any of its properties or assets to or invest in, the Borrower or any Subsidiary of its Subsidiaries, in each case except for Permitted Restrictions. Notwithstanding the foregoing, (x) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business consistent with industry practice shall not in and of themselves be 101 considered a restriction on the ability of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) the Loan Documents, (ii) any agreement or instrument evidencing Surviving Debt or Refinancing Debt, (iii) any agreement evidencing any Non-Recourse Debt permitted under this Agreement so long as any such limiting agreement or arrangement in such agreement may be triggered only by a default or event of default under the terms of applicable Subsidiary to transfer such agreement or is on customary terms otherwise satisfactory to assets, as the Administrative Agent; (iv) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (v) any Excluded Subsidiary Agreementcase may be, and (viy) any restrictions asset subject to a Lien which is not prohibited to exist with respect to any Subsidiary of the Borrower imposed such asset pursuant to an agreement which has been entered into for this Agreement may be subject to restrictions on the sale transfer or disposition of all or substantially all of the Equity Interests in or assets of thereof pursuant to such Subsidiary to an unaffiliated Person that is not prohibited by Section 5.02(e)Lien.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or invest in, the Borrower Company or any Subsidiary of the Borrower Company (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) the Loan Transaction Documents, (ii) any agreement or instrument evidencing Surviving Debt or Refinancing Debt, (iii) any agreement evidencing any Non-Recourse Debt permitted under this Agreement so long as any such limiting agreement or arrangement in such agreement may be triggered only by a default or event of default under the terms of such agreement or is on customary terms otherwise satisfactory to the Administrative AgentAgent (or, during the continuance of an Event of Default, the Required Holders); (iv) customary provisions under Debt permitted under Section 10.2 which, following a default or event of default in respect of such Debt, limit the ability of any Person to make payments on Debt described in Section 10.2(a); (v) customary provisions under any secured Debt permitted under Section 10.2 which limit the ability of any Person to transfer the assets encumbered by Liens securing such Debt; (vi) provisions under the Revolving Credit Documents (including affirmative and negative covenants) that are generally consistent with comparable provisions under the Transaction Documents; (vii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the BorrowerCompany, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the BorrowerCompany, (vviii) any Excluded Subsidiary Agreement, and (viix) any restrictions with respect to any Subsidiary of the Borrower Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests in or assets of such Subsidiary to an unaffiliated Person that is not prohibited by Section 5.02(e)10.5.