Common use of Restrictions on Distributions from Restricted Subsidiaries Clause in Contracts

Restrictions on Distributions from Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of its Restricted Subsidiaries to: (a) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; (b) make loans or advances to the Company or any of its Restricted Subsidiaries; or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities (including the Credit Agreement) as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date; (2) this Indenture and the Notes; (3) applicable law or any applicable rule, regulation or order of, or arrangement with, any regulatory body or agency; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) restrictions on cash or other deposits or net worth imposed by customers or governmental regulatory bodies or required by insurance, surety or bonding companies, in each case pursuant to contracts entered into in the ordinary course of business of the Company and its Restricted Subsidiaries; (6) customary non-assignment provisions in leases and other contracts entered into in the ordinary course of business and consistent with industry practices; (7) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (c) of the first paragraph of this Section 4.13; (8) any agreement for the sale or other disposition of a Restricted Subsidiary or the assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition or the sale or other disposition of its assets; (9) Permitted Refinancing Indebtedness; provided, however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.11 that limit the right of the debtor to dispose of the assets subject to such Liens; and (11) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business.

Restrictions on Distributions from Restricted Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly create or indirectly, create otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any of its Restricted Subsidiaries Subsidiary to: (aA) pay dividends or make any other distributions in cash or otherwise on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness Indebtedness or other obligations owed to the Company or any of its Restricted SubsidiariesSubsidiary; (bB) make any loans or advances to the Company or any of its Restricted SubsidiariesSubsidiary; or (cC) sell, lease or transfer any of its properties property or assets to the Company or any Restricted Subsidiary, provided that (x) the priority of its any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock or other common equity interests and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Company or any Restricted Subsidiaries. However, Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed to constitute such an encumbrance or restriction. (b) The provisions of the preceding restrictions paragraph will not apply to encumbrances or restrictions existing under or by reason ofprohibit: (1) agreements governing Existing Indebtedness and any encumbrance or restriction pursuant to (a) any Credit Facilities Facility or (including the Credit Agreementb) as any other agreement or instrument, in each case, in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements at or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements entered into on the Issue Date; (2) any encumbrance or restriction pursuant to this Indenture Indenture, the Notes, the Note Guarantees and the NotesSecurity Documents; (3) applicable law any encumbrance or any applicable rule, regulation restriction pursuant to an agreement or order of, or arrangement with, any regulatory body or agency; (4) any instrument governing Indebtedness or Capital Stock of a Person or relating to any Capital Stock or Indebtedness of a Person, entered into on or before the date on which such Person was acquired by or merged, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary, or was designated as a Restricted Subsidiary or on which such agreement or instrument is assumed by the Company or any Restricted Subsidiary in connection with an acquisition of assets (other than Capital Stock issued or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by the Company or was merged, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary or entered into in contemplation of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with such transaction) and outstanding on such date; provided that, for the purposes of this clause, if another Person is the Successor Company, any Subsidiary thereof or in contemplation agreement or instrument of such acquisition)Person or any such Subsidiary shall be deemed acquired or assumed by the Company or any Restricted Subsidiary when such Person becomes the Successor Company; provided, which further that such encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the properties or assets of the Person and its Subsidiaries, so acquired; (4) any encumbrance or restriction: (a) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; (b) contained in mortgages, pledges, charges or other security agreements permitted under this Indenture or securing Indebtedness of the Company or a Restricted Subsidiary permitted under this Indenture to the extent such encumbrances or restrictions restrict the transfer or encumbrance of the property or assets subject to such mortgages, pledges, charges or other security agreements; or (c) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (5) any encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions on the property so acquired; (6) any encumbrance or restriction imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of the Company or any Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurredsale or disposition; (57) customary provisions in leases, licenses, joint venture agreements and other similar agreements and instruments; (8) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order, or required by any regulatory authority; (9) any encumbrance or restriction on cash or other deposits or net worth imposed by customers or governmental regulatory bodies or required by insurance, surety or bonding companies, in each case pursuant to contracts entered into in the ordinary course of business of the Company and its Restricted Subsidiaries; (6) customary non-assignment provisions in leases and other contracts entered into in the ordinary course of business and consistent with industry practices; (7) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (c) of the first paragraph of this Section 4.13; (8) any agreement for the sale or other disposition of a Restricted Subsidiary or the assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition or the sale or other disposition of its assets; (9) Permitted Refinancing Indebtedness; provided, however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.11 that limit the right of the debtor to dispose of the assets subject to such Liens; and (11) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (10) any encumbrance or restriction pursuant to Hedging Obligations; (11) other Indebtedness, Disqualified Stock or Preferred Stock of Non-Guarantors permitted to be Incurred or issued subsequent to the Issue Date pursuant to the provisions of Section 4.09 that impose restrictions solely on the Non-Guarantors party thereto or their Subsidiaries; (12) restrictions created in connection with any Qualified Securitization Financing that, in the good faith determination of the Company, are necessary or advisable to effect such Securitization Facility; (13) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.09 if the Company determines at the time of issuance of such Indebtedness that such encumbrances or restrictions will not adversely affect, in any material respect, the Company’s ability to make principal or interest payments on the Notes or such encumbrance or restriction applies only during the continuance of a default relating to such Indebtedness; (14) any encumbrance or restriction existing by reason of any lien permitted under Section 4.12; or (15) any encumbrance or restriction pursuant to an agreement or instrument effecting a refinancing of Indebtedness Incurred pursuant to, or that otherwise refinances, an agreement or instrument referred to in clauses (1) to (14) of this Section 4.08(b) or this clause (15) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an agreement referred to in clauses (1) to (14) of this Section 4.08(b) or this clause (15); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement or instrument are no less favorable in any material respect to the Holders taken as a whole than the encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such refinancing or amendment, supplement or other modification relates (as determined in good faith by the Company).

Restrictions on Distributions from Restricted Subsidiaries. The Company Milacron will not, and will not permit any of its the Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any of its such Restricted Subsidiaries Subsidiary to: (a) (x) pay dividends or make any other distributions to Milacron or any of the Restricted Subsidiaries on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (y) pay any indebtedness Indebtedness owed to the Company Milacron or any of its the Restricted Subsidiaries; (b) make loans or advances to the Company Milacron or any of its the Restricted Subsidiaries; or (c) sell, lease or transfer any of its properties or assets to the Company Milacron or any of its the Restricted Subsidiaries. However; (d) except, however, in the preceding restrictions will not apply to case of subsections (a), (b) and (c), for such encumbrances or restrictions existing under or by reason of: (1i) agreements governing contractual encumbrances or restrictions pursuant to the ABL Credit Agreement and the Term Loan Credit Agreement and related Hedging Obligations, the Secured Notes, the Existing Indebtedness Foreign Facilities or any documentation related to the Notes and, in each case, the related documentation and Credit Facilities (including the Credit Agreement) as contractual encumbrances or restrictions in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date; (2ii) this Indenture Indenture, the Notes and the Notesrelated Guarantees; (3iii) Capitalized Lease Obligations and Purchase Money Obligations; (iv) applicable law or any applicable rule, regulation or order of, or arrangement with, any regulatory body or agencyorder; (4v) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by the Company by, or merged or consolidated with or into, Milacron or any of its the Restricted Subsidiaries as Subsidiaries, or which is assumed by Milacron or any Restricted Subsidiary in effect connection with an acquisition of assets from such Person, in existence at the time of such acquisition acquisition, merger or consolidation (except to the extent such Indebtedness or Capital Stock was incurred in connection with or but not created in contemplation of such acquisitionthereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired; provided thatthat for purposes of this subsection (d)(v), in if a Person other than Milacron is the Successor Company with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case of Indebtednessmay be, by Milacron or a Restricted Subsidiary, as the case may be, when such Indebtedness was permitted by the terms of this Indenture to be incurredPerson becomes such Successor Company; (5vi) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of (i) Milacron or (ii) a Restricted Subsidiary, pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary that impose restrictions on the assets to be sold; (vii) Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described in Section 4.09 and Section 4.12; (viii) restrictions on cash or other deposits or net worth imposed by customers or governmental regulatory bodies or required by insurance, surety or bonding companies, in each case pursuant to under contracts entered into in the ordinary course of business of the Company and its Restricted Subsidiariesbusiness; (6ix) customary non-assignment provisions in leases and other contracts entered into in the ordinary course Indebtedness, Disqualified Stock or Preferred Stock of business and consistent with industry practices; (7) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (c) of the first paragraph of this Section 4.13; (8) any agreement for the sale or other disposition of a Restricted Subsidiary or the assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition or the sale or other disposition of its assets; (9) Permitted Refinancing Indebtedness; provided, however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Liens securing Indebtedness otherwise Foreign Subsidiaries permitted to be incurred under subsequent to the Issue Date pursuant to the provisions of the covenant described in Section 4.11 that limit the right of the debtor to dispose of the assets subject to such Liens; and4.09; (11x) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, saleleaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (xi) customary provisions (including non-assignment provisions) contained in leases, subleases, licenses (including intellectual property licenses), sublicenses, asset sale agreements and other agreements, in each case, entered into in the ordinary course of business; (xii) restrictions on cash or other deposits or net worth imposed by regulatory authorities (including with respect to tax obligations and value-added taxes), in connection with deductions made for tax, pension, national insurance and other similar purposes or for the benefit of customers under contracts entered into in the ordinary course of business; (xiii) restrictions and conditions created in connection with any Receivables Facility that, in the good faith determination of Milacron, are necessary or advisable to effect such Receivables Facility; (xiv) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred pursuant to the covenants described in Section 4.09 (A) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders than the encumbrances and restrictions contained in the ABL Credit Agreement, the Term Loan Credit Agreement, the Existing Foreign Facilities or this Indenture as of the Issue Date (in each case, as determined in good faith by Milacron) or (B) any such encumbrance or restriction contained in such Indebtedness does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by the Board of Directors of Milacron in good faith, to make scheduled payments of cash interest on the Notes when due; or (xv) any encumbrances or restrictions of the type referred to in subsections (a), (b) and (c) above imposed by any amendments, modifications, restatements, amendments and restatements, extensions, restructurings, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in subsections (d)(i) through (xiv) above; provided that such amendments, modifications, restatements, amendments and restatements, extensions, restructurings, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Milacron, no more materially restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. (e) For purposes of determining compliance with this Section 4.08, (1) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common shares shall not be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of (or remedy bars in respect of) loans or advances made to Milacron or a Restricted Subsidiary to other Indebtedness incurred by Milacron or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.