Common use of Restrictions on Ability of Subsidiaries to Pay Dividends Clause in Contracts

Restrictions on Ability of Subsidiaries to Pay Dividends. Permit any Subsidiary to, directly or indirectly, voluntarily create or otherwise voluntarily cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or (b) make or repay loans or advances to any Loan Party, except for (i) encumbrances or restrictions under this Agreement and the other Loan Documents, (ii) encumbrances or restrictions under the indentures governing the Permitted Notes (or any Permitted Refinancing Indebtedness permitted hereunder with respect thereto or any other indenture or other document governing Indebtedness permitted hereby so long as the encumbrances and restrictions thereunder are no more onerous to any Subsidiary than those contained in this Agreement), (iii) encumbrances or restrictions under the Revolving Facility Documents as in effect on the Funding Date (and under the Revolving Facility Documents as amended from time to time or any Permitted Refinancing Indebtedness in respect thereof, in each case, so long as the encumbrances and restrictions thereunder are no more onerous, when taken as a whole, to 100 any Subsidiary than those contained in the Revolving Facility Documents as in effect on the Funding Date), (iv) customary encumbrances or restrictions in joint venture agreements and similar agreements that relate solely to the activities of such joint venture, (v) customary encumbrances or restrictions contained in agreements relating to the sale of all or a substantial part of the Equity Interests or assets of any Subsidiary pending such sale, provided that such encumbrances and restrictions apply only to the Subsidiary to be sold and such sale is permitted hereunder, and (vi) encumbrances or restrictions in documents governing Indebtedness assumed or incurred under Section 6.01(j) or existing with respect to any Person or the property or assets of such Person acquired by the Borrower or any Subsidiary in an acquisition permitted hereunder, provided that such encumbrances and restrictions are not applicable to any Person or the property or assets of any Person other than such acquired Person or the property or assets of such acquired Person.

Restrictions on Ability of Subsidiaries to Pay Dividends. Permit any Subsidiary of Holdings to, directly or indirectly, voluntarily create or otherwise voluntarily cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of Holdings to (a) pay dividends or make any other distributions on its capital stock or any other interest or (b) make or repay loans or advances to any Loan Party, except for (i) encumbrances or restrictions under this Agreement and the other Loan Documents, (ii) encumbrances or restrictions under the indentures governing the Permitted Notes (or any Permitted Refinancing Indebtedness permitted hereunder with respect thereto or any other indenture or other document governing Indebtedness permitted hereby so long as the encumbrances and restrictions thereunder are no more onerous to any Subsidiary of Holdings than those contained in this Agreement), (iii) encumbrances or restrictions under the Revolving Term Loan Facility Documents as in effect on the Funding Date (and under the Revolving Term Loan Facility Documents as amended from time to time or any Permitted Refinancing Indebtedness in respect thereof, in each case, so long as the encumbrances and restrictions thereunder are no more onerous, when taken as a whole, to 100 any Subsidiary of Holdings than those contained in the Revolving Term Loan Facility Documents as in effect on the Funding Date)), (iii) encumbrances or restrictions under the Term Loan Facility Documents as in effect on the Funding Date (and under the Term Loan Facility Documents as amended from time to time or any Permitted Refinancing Indebtedness in respect thereof, in each case, so long as the encumbrances and restrictions thereunder are no more onerous, when taken as a whole, to any Subsidiary of Holdings than those contained in the Term Loan Facility Documents as in effect on the Funding Date), (iv) customary encumbrances or restrictions in joint venture agreements and similar agreements that relate solely to the activities of such joint venture, (v) customary encumbrances or restrictions contained in agreements relating to the sale of all or a substantial part of the Equity Interests or assets of any Subsidiary of Holdings pending such sale, provided that such encumbrances and restrictions apply only to the Subsidiary of Holdings to be sold and such sale is permitted hereunder, and (vi) encumbrances or restrictions in documents governing Indebtedness assumed or incurred under Section 6.01(j10.01(j) or existing with respect to any Person or the property or assets of such Person acquired by the Borrower Holdings or any Subsidiary of Holdings in an acquisition permitted hereunder, provided that such encumbrances and restrictions are not applicable to any Person or the property or assets of any Person other than such acquired Person or the property or assets of such acquired Person.

Restrictions on Ability of Subsidiaries to Pay Dividends. Permit any Subsidiary of AbitibiBowaterResolute to, directly or indirectly, voluntarily create or otherwise voluntarily cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of AbitibiBowaterResolute to (a) pay dividends or make any other distributions on its capital stock or any other interest or (b) make or repay loans or advances to any Loan Party, except for (i) encumbrances or restrictions under this Agreement and the other Loan Documents, (ii) encumbrances or restrictions under the indentures governing the Permitted Senior Secured Notes (or any Permitted Refinancing Indebtedness permitted hereunder with respect thereto or any other indenture or other document governing Indebtedness permitted hereby so long as the encumbrances and restrictions thereunder are no more onerous to any Subsidiary than those contained in this Agreement), (iii) encumbrances or restrictions under the Revolving Facility Documents as in effect on the Funding Sixth Amendment Effective Date (and under the Revolving Facility Senior Secured Notes Documents as amended from time to time or any Permitted Refinancing Indebtedness in respect thereof, in each case, so long as the encumbrances and restrictions thereunder are no more onerous, when taken as a whole, to 100 any Subsidiary of AbitibiBowaterResolute than those contained in the Revolving Facility Senior Secured Notes Documents as in effect on the Funding Sixth Amendment Effective Date), (iii) customary encumbrances or restrictions in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which restrictions relate solely to the activities of such joint venture or are otherwise applicable only to the assets that are the subject to such agreement or, (iv) customary encumbrances or restrictions contained in joint venture agreements and similar agreements that relate solely to the activities of such joint venturesales of, (v) customary encumbrances or restrictions contained in agreements relating to the sale of all or a substantial part of the Equity Interests or assets of any Subsidiary of AbitibiBowaterResolute pending such sale, provided that such encumbrances and restrictions apply only to the Subsidiary of AbitibiBowaterResolute to be sold and such sale is permitted hereunder, (v) any such agreement imposed in connection with consignment agreements entered into in the ordinary course of business; (vi) any such restriction contained in agreements pertaining to Indebtedness of Excluded Subsidiaries permitted hereunder, (vii) customary anti-assignment provisions contained in agreements entered into in the ordinary course of business; (viii) customary subordination of subrogation, contribution and similar claims contained in guaranties permitted hereunder; (ix) encumbrances described on Schedule 10.12, (x) on cash deposits or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xi) on the transfer, lease, or license of any property or asset of any Loan Party in effect on the Closing Date that were entered into in the ordinary course of business, and (vixii) encumbrances or restrictions in documents governing Indebtedness assumed or incurred under Section 6.01(j10.01(i) or existing with respect to any Person or the property or assets of such Person acquired by the Borrower AbitibiBowaterResolute or any Subsidiary of AbitibiBowaterResolute in an acquisition permitted hereunder, provided that such encumbrances and restrictions are not applicable to any Person or the property or assets of any Person other than such acquired Person or the property or assets of such acquired Person.

Restrictions on Ability of Subsidiaries to Pay Dividends. Permit any Subsidiary of AbitibiBowater to, directly or indirectly, voluntarily create or otherwise voluntarily cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of AbitibiBowater to (a) pay dividends or make any other distributions on its capital stock or any other interest or (b) make or repay loans or advances to any Loan Party, except for (i) encumbrances or restrictions under this Agreement and the other Loan Documents, (ii) encumbrances or restrictions under the indentures governing the Permitted Senior Secured Notes (or any Permitted Refinancing Indebtedness permitted hereunder with respect thereto or any other indenture or other document governing Indebtedness permitted hereby so long as the encumbrances and restrictions thereunder are no more onerous to any Subsidiary than those contained in this Agreement), (iii) encumbrances or restrictions under the Revolving Facility Documents as in effect on the Funding Effective Date (and under the Revolving Facility Senior Secured Notes Documents as amended from time to time or any Permitted Refinancing Indebtedness in respect thereof, in each case, so long as the encumbrances and restrictions thereunder are no more onerous, when taken as a whole, to 100 any Subsidiary of AbitibiBowater than those contained in the Revolving Facility Senior Secured Notes Documents as in effect on the Funding Effective Date), (iii) customary encumbrances or restrictions in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which restrictions relate solely to the activities of such joint venture or are otherwise applicable only to the assets that are the subject to such agreement or, (iv) customary encumbrances or restrictions contained in joint venture agreements and similar agreements that relate solely to the activities of such joint venturesales of, (v) customary encumbrances or restrictions contained in agreements relating to the sale of all or a substantial part of the Equity Interests or assets of any Subsidiary of AbitibiBowater pending such sale, provided that such encumbrances and restrictions apply only to the Subsidiary of AbitibiBowater to be sold and such sale is permitted hereunder, (v) any such agreement imposed in connection with consignment agreements entered into in the ordinary course of business; (vi) any such restriction contained in agreements pertaining to Indebtedness of Excluded Subsidiaries permitted hereunder, (vii) customary anti-assignment provisions contained in agreements entered into in the ordinary course of business; (viii) customary subordination of subrogation, contribution and similar claims contained in guaranties permitted hereunder; (ix) encumbrances described on Schedule 10.12, (x) on cash deposits or other deposits imposed by customers under contracts entered into in the ordinary course of business, (xi) on the transfer, lease, or license of any property or asset of any Loan Party in effect on the Closing Date that were entered into in the ordinary course of business, and (vixii) encumbrances or restrictions in documents governing Indebtedness assumed or incurred under Section 6.01(j10.01(i) or existing with respect to any Person or the property or assets of such Person acquired by the Borrower AbitibiBowater or any Subsidiary of AbitibiBowater in an acquisition permitted hereunder, provided that such encumbrances and restrictions are not applicable to any Person or the property or assets of any Person other than such acquired Person or the property or assets of such acquired Person.