Common use of Restrictions on Subsidiary Distributions Clause in Contracts

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) in agreements evidencing Permitted Purchase Money Indebtedness that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting, or other transfers contained in leases, licenses, joint venture agreements, and similar agreements entered into in the ordinary course of business, (iii) that are or were created by virtue of any transfer of, agreement to transfer, or option or right with respect to any property, assets, or Capital Stock not otherwise prohibited under this Agreement, and (iv) that are imposed by law. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations which would prohibit a Subsidiary of Parent from being a Loan Party.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Lead Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Lead Borrower or any other Subsidiary of Lead Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Lead Borrower or any other Subsidiary of Lead Borrower, (c) make loans or advances to Lead Borrower or any other Subsidiary of Lead Borrower, or (d) transfer any of its property or assets to Borrower or any other Subsidiary of Lead Borrower other than restrictions (i) in agreements evidencing Permitted Purchase Money Indebtedness that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting, or other transfers contained in leases, licenses, joint venture agreements, and similar agreements entered into in the ordinary course of business, (iii) that are or were created by virtue of any transfer of, agreement to transfer, or option or right with respect to any property, assets, or Capital Stock not otherwise prohibited under this Agreement, and (iv) that are in the GACP Credit Agreement and (v) that are imposed by law. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations which would prohibit a Subsidiary of Parent Lead Borrower from being a Loan Party. Each reference in this Section 6.06 to a “Subsidiary” or “Subsidiaries” shall exclude the Excluded Entities.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Party shall, nor shall it permit any of its the Company’s Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Borrower Company or any other Subsidiary of BorrowerCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower Company or any other Subsidiary of BorrowerCompany, (c) make loans or advances to Borrower Company or any other Subsidiary of BorrowerCompany, or (d) transfer any of its property or assets to Borrower Company or any other Subsidiary of Borrower Company, in each case, other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by clause (h) of the definition of Permitted Purchase Money Indebtedness that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, sublettingchange of control, subletting or other transfers contained in leases, licenses, joint venture agreementsagreements and other agreements (including, and similar agreements without limitation, Permitted Product Agreements, but solely to the extent that such customary provisions are not broader than the scope of the RPI Agreement, Royalty Monetization Transactions or Permitted Product Agreements expressly permitted under this Agreement) entered into in the ordinary course of business, and (iii) that are or were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect to any property, assets, assets or Capital Stock not otherwise prohibited under this Agreement, and (iv) that are imposed by law. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations which would prohibit a Subsidiary of Parent the Company from being a Loan PartyParty (other than Excluded Subsidiaries).

Restrictions on Subsidiary Distributions. Except as provided herein, or the Interim Order, Final Order or the Confirmation Order, or as required by the Bankruptcy Code, no Loan Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock Equity Interests owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) in agreements evidencing Permitted Purchase Money Indebtedness permitted by (x) Section 6.1(k) that impose restrictions on the property so acquired, (y) Section 6.1(c) and (z) Section 6.1(l), (ii) by reason of customary provisions restricting assignments, subletting, subletting or other transfers contained in leases, licenses, joint venture agreements, agreements and similar agreements entered into in the ordinary course of business, (iii) that are or were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect to any property, assets, assets or Capital Stock Equity Interests not otherwise prohibited under this Agreement, and Agreement or (iv) that are imposed by law. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations which would prohibit a Subsidiary of Parent from being a Loan Partydescribed on Schedule 6.5.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Lead Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Lead Borrower or any other Subsidiary of Lead Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Lead Borrower or any other Subsidiary of Lead Borrower, (c) make loans or advances to Lead Borrower or any other Subsidiary of Lead Borrower, or (d) transfer any of its property or assets to Borrower or any other Subsidiary of Lead Borrower other than restrictions (i) in agreements evidencing Permitted Purchase Money Indebtedness that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting, or other transfers contained in leases, licenses, joint venture agreements, and similar agreements entered into in the ordinary course of business, (iii) that are or were created by virtue of any transfer of, agreement to transfer, or option or right with respect to any property, assets, or Capital Stock not otherwise prohibited under this Agreement, and (iv) that are in the ABL Credit Agreement and (v) that are imposed by law. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations which would prohibit a Subsidiary of Parent Lead Borrower from being a Loan Party. Each reference in this Section 6.06 to a “Subsidiary” or “Subsidiaries” shall exclude the Excluded Entities.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Borrower Company or any other Subsidiary of BorrowerCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower Company or any other Subsidiary of BorrowerCompany, (c) make loans or advances to Borrower Company or any other Subsidiary of BorrowerCompany, or (d) transfer any of its property or assets to Borrower Company or any other Subsidiary of Borrower Company other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by clause (g) of the definition of Permitted Purchase Money Indebtedness that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting, subletting or other transfers contained in leases, licenses, joint venture agreements, agreements and similar agreements entered into in the ordinary course of business, and (iii) that are or were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect to any property, assets, assets or Capital Stock not otherwise prohibited under this Agreement, and (iv) that are imposed by law. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations which would prohibit a Subsidiary of Parent Company from being a Loan Party.

Restrictions on Subsidiary Distributions. Except as provided hereinherein and as provided in the Second Lien Credit Agreement, no Loan Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower Xerium to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Borrower Xerium or any other Subsidiary of BorrowerXerium, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower Xerium or any other Subsidiary of BorrowerXerium, (c) make loans or advances to Borrower Xerium or any other Subsidiary of BorrowerXerium, or (d) transfer any of its property or assets to Borrower Xerium or any other Subsidiary of Borrower Xerium, other than restrictions (i) in agreements evidencing Permitted Purchase Money Indebtedness permitted by Section 6.1(k) that impose restrictions on the property so acquired, ; (ii) by reason of customary provisions restricting assignments, subletting, subletting or other transfers contained in leases, licenses, joint venture agreements, agreements and similar agreements entered into in the ordinary course of business, Ordinary Course; (iii) that are or were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect to any property, assets, assets or Capital Stock not otherwise prohibited under this Agreement, and ; (iv) in any agreement for the sale or other disposition of a Subsidiary that are imposed restricts distributions by law. No Loan Party shall, nor shall it permit that Subsidiary pending the sale or other disposition; (v) in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; and (vi) in any instrument governing Indebtedness or Capital Stock of a Person acquired by Xerium or any of its Subsidiaries toas 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), enter into which encumbrance or restriction is not applicable to any Contractual Obligations which would prohibit a Subsidiary Person, or the properties or assets of Parent from being a Loan Partyany 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 Section 6.1.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower Holdings to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Borrower Holdings or any other Subsidiary of BorrowerHoldings, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower Holdings or any other Subsidiary of BorrowerHoldings, (c) make loans or advances to Borrower Holdings or any other Subsidiary of BorrowerHoldings, or (d) transfer any of its property or assets to Borrower Holdings or any other Subsidiary of Borrower Holdings other than restrictions (i) in agreements evidencing Permitted Purchase Money Indebtedness permitted by Section 6.1(k) that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting, subletting or other transfers contained in leases, licenses, joint venture agreements, agreements and similar agreements entered into in the ordinary course of businessbusiness to the extent such agreements are permitted hereunder, and (iii) that are or were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect to any property, assets, assets or Capital Stock not otherwise prohibited under this Agreement, and (iv) that are imposed by law. No Loan Credit Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations Obligation which would prohibit a Subsidiary of Parent Holdings from being becoming a Loan Credit Party.

Restrictions on Subsidiary Distributions. Except as provided hereinpursuant to any Credit Document, no Loan Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Borrower Company or any other Subsidiary of BorrowerCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower Company or any other Subsidiary of BorrowerCompany, (c) make loans or advances to Borrower Company or any other Subsidiary of BorrowerCompany, or (d) transfer any of its property or assets to Borrower Company or any other Subsidiary of Borrower Company, in each case, other than restrictions (i) in agreements evidencing Permitted Purchase Money Indebtedness permitted by Section 6.1(b), (d), (h) and (k) (with respect to Indebtedness of Foreign Subsidiaries) that impose restrictions solely on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting, subletting or other transfers contained in leases, licenses, joint venture agreements, Joint Venture agreements and similar agreements entered into in the ordinary course of business, (iii) in the Infineum Agreement, (iv) in any of the Senior Subordinated Notes Documents, the Holdings Notes Indenture or any documents or agreements executed in connection with the Holdings Notes Indenture, (v) that are or were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect to any property, assets, assets or Capital Stock not otherwise prohibited under this Agreement, and (ivvi) Liens permitted to be incurred hereunder that are imposed by law. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations which would prohibit a Subsidiary limit the right to dispose of Parent from being a Loan Partythe assets subject to such Liens.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Lead Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Lead Borrower or any other Subsidiary of Lead Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Lead Borrower or any other Subsidiary of Lead Borrower, (c) make loans or advances to Lead Borrower or any other Subsidiary of Lead Borrower, or (d) transfer any of its property or assets to any Borrower or any other Subsidiary of Borrower other than restrictions (i) in agreements evidencing Permitted Purchase Money Indebtedness that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting, or other transfers contained in leases, licenses, joint venture agreements, and similar agreements entered into in the ordinary course of business, (iii) that are or were created by virtue of any transfer of, agreement to transfer, or option or right with respect to any property, assets, or Capital Stock not otherwise prohibited under this Agreement, (iv) that are in the Term Credit Agreement and (ivv) that are imposed by law. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations which would prohibit a Subsidiary of Parent Lead Borrower from being a Loan Party. Each reference in this Section 6.06 to a “Subsidiary” or “Subsidiaries” shall exclude the Excluded Entities.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s 's Capital Stock owned by Borrower Company or any other Subsidiary of BorrowerCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower Company or any other Subsidiary of BorrowerCompany, (c) make loans or advances to Borrower Company or any other Subsidiary of BorrowerCompany, or (d) transfer any of its property or assets to Borrower Company or any other Subsidiary of Borrower Company other than restrictions (i) in agreements evidencing Indebtedness permitted by clause (h) of the definition of Permitted Purchase Money Indebtedness that impose restrictions on the property so acquiredacquired or subject of such Indebtedness, (ii) by reason of customary provisions restricting assignments, subletting, subletting or other transfers contained in leases, licenses, joint venture agreements, agreements and similar agreements entered into in the ordinary course of business, (iii) that are or were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect to any property, assets, assets or Capital Stock not otherwise prohibited under this Agreement, and (iv) that are in agreements entered into in the ordinary course of business in accordance with customary industry practice or (v) on net worth imposed by lawcustomers or suppliers under contracts entered into in the ordinary course of business in accordance with customary industry practice. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations which would prohibit a Domestic Subsidiary of Parent Company from being a Loan Party.

Restrictions on Subsidiary Distributions. Except as provided herein, herein no Loan Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) in agreements evidencing Permitted Purchase Money Indebtedness permitted by Section 6.1(j) that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting, subletting or other transfers contained in leases, licenses, joint venture agreements, agreements and similar agreements entered into in the ordinary course of business, (iii) that are or were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect to any property, assets, assets or Capital Stock not otherwise prohibited under this Agreement, and Agreement or (iv) that are imposed by law. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations which would prohibit a Subsidiary of Parent from being a Loan Partydescribed on Schedule 6.6.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan No Borrower Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock Equity Interests owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) in agreements evidencing Permitted Purchase Money Indebtedness permitted by Section 6.1(i) that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting, subletting or other transfers contained in leases, licenses, joint venture agreements, agreements and similar agreements entered into in the ordinary course of business, (iii) that are or were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect to any property, assets, assets or Capital Stock not otherwise prohibited Equity Interests permitted under this Agreement, and (iv) that are imposed by described on Schedule 6.5, (v) arising under applicable law. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into (vi) in this Agreement and the other Credit Documents or (vii) restricting distributions from any Contractual Obligations which would prohibit a Subsidiary of Parent Borrower to the extent imposed in connection with a refinancing of Indebtedness of such Subsidiary as otherwise permitted by this Agreement, provided that such restrictions shall be no more restrictive than the then-current market standard restrictions on distributions by similar entities engaged in similar types of business imposed in connection with financing or refinancing Indebtedness incurred for similar purposes and on substantially similar terms. Sponsor shall not create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind prohibiting it from being a Loan Partymaking make payments under its Guaranty.

Restrictions on Subsidiary Distributions. Except as provided hereinherein and as provided in the First Lien Credit Agreement, no Loan Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower Xerium to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Borrower Xerium or any other Subsidiary of BorrowerXerium, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower Xerium or any other Subsidiary of BorrowerXerium, (c) make loans or advances to Borrower Xerium or any other Subsidiary of BorrowerXerium, or (d) transfer any of its property or assets to Borrower Xerium or any other Subsidiary of Borrower Xerium, other than restrictions (i) in agreements evidencing Permitted Purchase Money Indebtedness permitted by Section 6.1(k) that impose restrictions on the property so acquired, ; (ii) by reason of customary provisions restricting assignments, subletting, subletting or other transfers contained in leases, licenses, joint venture agreements, agreements and similar agreements entered into in the ordinary course of business, Ordinary Course; (iii) that are or were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect to any property, assets, assets or Capital Stock not otherwise prohibited under this Agreement, and ; (iv) in any agreement for the sale or other disposition of a Subsidiary that are imposed restricts distributions by law. No Loan Party shall, nor shall it permit that Subsidiary pending the sale or other disposition; (v) in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; and (vi) in any instrument governing Indebtedness or Capital Stock of a Person acquired by Xerium or any of its Subsidiaries toas 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), enter into which encumbrance or restriction is not applicable to any Contractual Obligations which would prohibit a Subsidiary Person, or the properties or assets of Parent from being a Loan Partyany 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 Section 6.1.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Party shallCompany shall not, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s 's Capital Stock owned by Borrower Company or any other Subsidiary of BorrowerCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower Company or any other Subsidiary of BorrowerCompany, (c) make loans or advances to Borrower Company or any other Subsidiary of BorrowerCompany, or (d) transfer any of its property or assets to Borrower Company or any other Subsidiary of Borrower Company other than restrictions (i) in agreements evidencing Permitted Purchase Money Indebtedness permitted by Section 6.1(i) or Section 6.1(j) that impose restrictions on the property so acquired, securing such Indebtedness as permitted by Section 6.2(m); (ii) by reason of customary provisions restricting assignments, subletting, subletting or other transfers contained in leases, licenses, joint venture agreements, agreements and similar agreements entered into in the ordinary course of business, ; (iii) that are or were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect to any property, assets, assets or Capital Stock not otherwise prohibited under this Agreement, and ; (iv) that in the Senior Subordinated Note Documents (and Permitted Refinancings of the Senior Subordinated Notes; provided such restrictions contained in such Permitted Refinancings are imposed by law. No Loan Party shallno more burdensome than those contained in the Senior Subordinated Note Documents); and (v) restrictions contained in documents governing Indebtedness of Foreign Subsidiaries permitted hereunder, nor shall it permit its solely with respect to the Foreign Subsidiaries to, enter into any Contractual Obligations which would prohibit a Subsidiary of Parent from being a Loan Partyobligated on such Indebtedness (and Foreign Subsidiaries thereof).

Restrictions on Subsidiary Distributions. Except as provided hereinherein and in the Revolving Credit Agreement, no the Borrower shall not, and it shall not permit any other Loan Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective effective, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower Loan Party (other than the Borrower) to (a) pay dividends or make any other distributions on any of such Subsidiary’s its Capital Stock owned by the Borrower or any other Subsidiary of BorrowerLoan Party, (b) repay or prepay any Indebtedness owed by such Subsidiary Loan Party to the Borrower or any other Subsidiary of BorrowerLoan Party, (c) make loans or advances to the Borrower or any other Subsidiary of BorrowerLoan Party, or (d) transfer (other than by the granting of a Lien to the extent permitted by Section 6.02 and Section 6.04) any of its property or assets to the Borrower or any other Subsidiary of Borrower Loan Party other than restrictions (i) in agreements evidencing Permitted Purchase Money Indebtedness permitted by Section 6.01(j) or any related collateral documents that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting, subletting or other transfers contained in leases, licenses, joint venture agreements, agreements and similar other agreements entered into in the ordinary course of business, (iii) that are or were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect to any property, assets, assets or Capital Stock not otherwise prohibited under this Agreement, and (iv) that are imposed any instrument governing Indebtedness or equity securities of a Person acquired by law. No a Loan Party shallas in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), nor shall it permit its Subsidiaries towhich encumbrance or restriction is not applicable to any Person, enter into or the properties or assets of any Contractual Obligations which would prohibit a Subsidiary Person, other than the Person, or the property or assets of Parent from being a Loan Partythe Person, so acquired, (v) with respect to restrictions of the type set forth in clause (d) above, as set forth in any agreement relating to Indebtedness permitted to be secured by Permitted Liens so long as such restrictions only extend to the assets secured by such Permitted Liens, and (vi) as required by applicable law.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Party shall, nor shall it permit any of its the Company’s Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Borrower Company or any other Subsidiary of BorrowerCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower Company or any other Subsidiary of BorrowerCompany, (c) make loans or advances to Borrower Company or any other Subsidiary of BorrowerCompany, or (d) transfer any of its property or assets to Borrower Company or any other Subsidiary of Borrower Company, in each case, other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by clause (h) of the definition of Permitted Purchase Money Indebtedness that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, sublettingchange of control, subletting or other transfers contained in leases, licenses, joint venture agreementsagreements and other agreements (including, and similar agreements without limitation, Permitted Product Agreements, but solely to the extent that such customary provisions are not broader than the scope of the RPI Agreement, Royalty Monetization Transactions or Permitted Product Agreements expressly permitted under this Agreement) entered into in the ordinary course of business, and (iii) that are or were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect to any property, assets, assets or Capital Stock not otherwise prohibited under this Agreement, and (iv) that are imposed by law. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations which would prohibit a Subsidiary of Parent the Company from being a Loan Party.Party (other than Excluded Subsidiaries). - 96 - US-DOCS\116826573.25

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower Holdings to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Borrower Holdings or any other Subsidiary of BorrowerHoldings, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower Holdings or any other Subsidiary of BorrowerHoldings, (c) make loans or advances to Borrower Holdings or any other Subsidiary of BorrowerHoldings, or (d) transfer any of its property or assets to Borrower Holdings or any other Subsidiary of Borrower Holdings other than restrictions (i) in agreements evidencing Permitted Purchase Money Indebtedness permitted by Section 6.1(k) that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting, subletting or other transfers contained in leases, licenses, joint venture agreements, agreements and similar agreements entered into in the ordinary course of businessbusiness to the extent such agreements are permitted hereunder, (iii) that are or were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect to any property, assets, assets or Capital Stock not otherwise prohibited under this Agreement, and (iv) that are imposed under Contingent Obligations in existence on the date hereof, (v) under applicable law, and (vi) any agreements relating to permitted Indebtedness incurred by lawa Subsidiary prior to the date of acquisition by the Borrower or another Subsidiary. No Loan Credit Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations Obligation which would prohibit a Subsidiary of Parent Holdings from being becoming a Loan Credit Party.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by clause (h) of the definition of Permitted Purchase Money Indebtedness that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting, subletting or other transfers contained in leases, licenses, joint venture agreements, agreements and similar agreements entered into in the ordinary course of business, and (iii) that are or were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect to any property, assets, assets or Capital Stock not otherwise prohibited under this Agreement, and (iv) that are imposed by law. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations which that would prohibit a Subsidiary of Parent Borrower from being a Loan PartyParty (other than Subsidiaries that are Excluded Subsidiaries, other than by virtue of clause (c) or (f) of the definition thereof).

Restrictions on Subsidiary Distributions. Except as provided hereinherein and in the Term Loan Agreement, no the Borrower shall not, and it shall not permit any other Loan Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective effective, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower Loan Party (other than the Borrower) to (a) pay dividends or make any other distributions on any of such Subsidiary’s its Capital Stock owned by the Borrower or any other Subsidiary of BorrowerLoan Party, (b) repay or prepay any Indebtedness owed by such Subsidiary Loan Party to the Borrower 119 or any other Subsidiary of BorrowerLoan Party, (c) make loans or advances to the Borrower or any other Subsidiary of BorrowerLoan Party, or (d) transfer (other than by the granting of a Lien to the extent permitted by Section 6.02 and Section 6.04) any of its property or assets to the Borrower or any other Subsidiary of Borrower Loan Party other than restrictions (i) in agreements evidencing Permitted Purchase Money Indebtedness permitted by Section 6.01(j) or any related collateral documents that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting, subletting or other transfers contained in leases, licenses, joint venture agreements, agreements and similar other agreements entered into in the ordinary course of business, (iii) that are or were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect to any property, assets, assets or Capital Stock not otherwise prohibited under this Agreement, and (iv) that are imposed any instrument governing Indebtedness or equity securities of a Person acquired by law. No a Loan Party shallas in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), nor shall it permit its Subsidiaries towhich encumbrance or restriction is not applicable to any Person, enter into or the properties or assets of any Contractual Obligations which would prohibit a Subsidiary Person, other than the Person, or the property or assets of Parent from being a Loan Partythe Person, so acquired, (v) with respect to restrictions of the type set forth in clause (d) above, as set forth in any agreement relating to Indebtedness permitted to be secured by Permitted Liens so long as such restrictions only extend to the assets secured by such Permitted Liens, and (vi) as required by applicable law.

Restrictions on Subsidiary Distributions. Except as provided herein, no Front Line Loan Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) in agreements evidencing Permitted Purchase Money Indebtedness that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting, or other transfers contained in leases, licenses, joint venture agreements, and similar agreements entered into in the ordinary course of business, (iii) that are or were created by virtue of any transfer of, agreement to transfer, or option or right with respect to any property, assets, or Capital Stock not otherwise prohibited under this Agreement, and (iv) that are imposed by law. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations which would prohibit a Subsidiary of Parent from being a Loan Party.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower Parent to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock Equity Interests owned by Borrower Parent or any other Subsidiary of BorrowerParent, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower Parent or any other Subsidiary of BorrowerParent, (c) make loans or advances to Borrower Parent or any other Subsidiary of BorrowerParent, or (d) transfer transfer, lease or license any of its property or assets to Borrower Parent or any other Subsidiary of Borrower Parent other than restrictions (i) imposed by law, (ii) in agreements evidencing Permitted Purchase Money Indebtedness permitted by Section 6.1(k) that impose restrictions on the property so acquired, (iiiii) by reason of customary provisions restricting assignments, subletting, subletting or other transfers contained in leases, licenses, joint venture agreements, Joint Venture agreements and similar agreements entered into in the ordinary course of business, (iiiiv) that are or were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect to any property, assets, assets or Capital Stock Equity Interests not otherwise prohibited under this Agreement, and Agreement or (ivv) that are imposed by law. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations which would prohibit a Subsidiary of Parent from being a Loan Partyidentified on Schedule 6.5.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Borrower Company or any other Subsidiary of BorrowerCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower Company or any other Subsidiary of BorrowerCompany, (c) make loans or advances to Borrower Company or any other Subsidiary of BorrowerCompany, or (d) transfer any of its property or assets to Borrower Company or any *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. other Subsidiary of Borrower Company other than restrictions (i) in agreements evidencing (x) purchase money Indebtedness permitted by clause (h) of the definition of Permitted Purchase Money Indebtedness and (y) Indebtedness in respect of floorplan financings permitted by clause (i) of the definition of Permitted Indebtedness, in each case, that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting, subletting or other transfers contained in leases, licenses, joint venture agreements, agreements and similar agreements entered into in the ordinary course of business, (iii) that are or were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect to any property, assets, assets or Capital Stock not otherwise prohibited under this Agreement, and (iv) that are imposed by lawin the ABL Loan Documents. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations which would prohibit a Subsidiary of Parent Company from being a Loan Party.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan No Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock Equity Interests owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer transfer, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) in agreements evidencing Permitted Purchase Money Indebtedness permitted by Section 6.1(i) that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting, subletting or other transfers contained in leases, licenses, joint venture agreements, agreements 130 and similar agreements entered into in the ordinary course of business, (iii) that are or were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect to any property, assets, assets or Capital Stock not otherwise prohibited Equity Interests permitted under this Agreement, and (iv) that are imposed by described on Schedule 6.5, (v) arising under applicable law. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into (vi) in this Agreement and the other Credit Documents or (vii) restricting distributions from any Contractual Obligations which would prohibit a Subsidiary of Parent from being Borrower to the extent imposed in connection with a Loan Partyrefinancing of Indebtedness of such Subsidiary as otherwise permitted by this Agreement, provided that such restrictions shall be no more restrictive than the then-current market standard restrictions on distributions by similar entities engaged in similar types of business imposed in connection with financing or refinancing Indebtedness incurred for similar purposes and on substantially similar terms.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower Holdings to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Borrower Holdings or any other Subsidiary of BorrowerHoldings, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower Holdings or any other Subsidiary of BorrowerHoldings, (c) make loans or advances to Borrower Holdings or any other Subsidiary of BorrowerHoldings, or (d) transfer any of its property or assets to Borrower Holdings or any other Subsidiary of Borrower Holdings other than restrictions (i) in agreements evidencing Permitted Purchase Money Indebtedness permitted by Section 6.1(k) that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting, subletting or other transfers contained in leases, licenses, joint venture agreements, agreements and similar agreements entered into in the ordinary course of businessbusiness to the extent such agreements are permitted hereunder, and (iii) that are or were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect to any property, assets, assets or Capital Stock not otherwise prohibited under this Agreement, and (iv) that are imposed by law. No Loan Credit Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations Obligation which would prohibit a Subsidiary of Parent Holdings from being becoming a Loan Credit Party.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Credit Party shall, nor shall it permit any of its Material Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Material Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Material Subsidiary’s Capital Stock Equity Interests owned by Borrower or any other Material Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Material Subsidiary to Borrower or any other Material Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Material Subsidiary of Borrower, or (d) transfer transfer, lease or license any of its property or assets to Borrower or any other Material Subsidiary of Borrower other than restrictions (i) in agreements evidencing Permitted Purchase Money Indebtedness permitted by Sections 6.1(j) and 6.1(l) that impose restrictions on the property so acquired, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(m) that impose restrictions on the property securing such Indebtedness, (iii) by reason of customary provisions restricting assignments, subletting, subletting or other transfers contained in leases, licenses, joint venture agreements, agreements and similar agreements entered into in the ordinary course of business, (iiiiv) that are or were created by virtue of any transfer of, agreement to transfer, transfer or option or right with respect to any property, assets, assets or Capital Stock Equity Interests not otherwise prohibited under this Agreement, and Agreement or (ivv) that are imposed by law. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations which would prohibit a Subsidiary of Parent from being a Loan Partydescribed on Schedule 6.5.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) in agreements evidencing Permitted Purchase Money Indebtedness that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, subletting, or other transfers contained in leases, licenses, joint venture agreements, and similar agreements entered into in the ordinary course of business, (iii) that are or were created by virtue of any transfer of, agreement to transfer, or option or right with respect to any property, assets, or Capital Stock not otherwise prohibited under this Agreement, and (iv) that are imposed by law. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations which would prohibit a Subsidiary of Parent Holdings from being a Loan Party.