Common use of Restrictions on Subsidiary Distributions Clause in Contracts

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 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 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, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) in agreements evidencing 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 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 Equity Interests not otherwise prohibited under this Agreement or (iv) described on Schedule 6.5.

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 Credit Loan Party shall, nor shall it permit any of its Borrower’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 Equity Interests 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, lease or license 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 (xh) Section 6.1(k) of the definition of Permitted Indebtedness 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, change of control, subletting or other transfers contained in leases, licenses, joint venture agreements and similar other agreements entered into in the ordinary course of businessbusiness or as expressly permitted by this Agreement, and (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 Equity Interests Capital Stock not otherwise prohibited under this Agreement Agreement. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations which would prohibit a Subsidiary of Borrower from being a Loan Party (other than Subsidiaries that are Excluded Subsidiaries, other than by virtue of clause (e) or (ivf) described on Schedule 6.5of the definition thereof).

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 Credit 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 Equity Interests 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, lease or license 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 (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 Equity Interests Capital Stock not otherwise prohibited under this Agreement or Agreement, and (iv) described on Schedule 6.5that 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, or the Interim Order, Final Order or the Confirmation Order, or as required by the Bankruptcy Code, no Credit 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 Equity Interests 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, lease or license 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 (xh) Section 6.1(k) of the definition of Permitted Indebtedness 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, change of control, subletting or other transfers contained in leases, licenses, joint venture agreements and similar other agreements (including, 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 or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement or Agreement. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations which would prohibit a Subsidiary of the Company from being a Loan Party (iv) described on Schedule 6.5other 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 Credit 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 Equity Interests 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, lease or license 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 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 Equity Interests Capital Stock not otherwise prohibited under this Agreement or Agreement, and (iv) described on Schedule 6.5that 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 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, or the Interim Order, Final Order or the Confirmation Order, or as required by the Bankruptcy Code, no 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 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, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) in agreements evidencing Indebtedness permitted by (x) Section 6.1(k6.1(i) 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 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 Equity Interests not otherwise prohibited permitted under this Agreement or Agreement, (iv) described on Schedule 6.5, (v) arising under applicable law, (vi) in this Agreement and the other Credit Documents or (vii) restricting distributions from any Subsidiary of 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.

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 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 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, 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 Indebtedness permitted by (xSections 6.1(j) Section 6.1(kand 6.1(l) that impose restrictions on the property so acquired, (yii) in agreements evidencing Indebtedness permitted by Section 6.1(c6.1(m) and (z) Section 6.1(l)that impose restrictions on the property securing such Indebtedness, (iiiii) 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, (iiiiv) 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 Equity Interests not otherwise prohibited under this Agreement or (ivv) described on Schedule 6.5.

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 Credit 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 Equity Interests '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, lease or license 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 (xSection 6.1(i) or Section 6.1(k6.1(j) that impose restrictions on the property so acquired, (y) securing such Indebtedness as permitted by Section 6.1(c) and (z) Section 6.1(l6.2(m), ; (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 Equity Interests Capital Stock not otherwise prohibited under this Agreement or Agreement; (iv) described in the Senior Subordinated Note Documents (and Permitted Refinancings of the Senior Subordinated Notes; provided such restrictions contained in such Permitted Refinancings are no more burdensome than those contained in the Senior Subordinated Note Documents); and (v) restrictions contained in documents governing Indebtedness of Foreign Subsidiaries permitted hereunder, solely with respect to the Foreign Subsidiaries obligated on Schedule 6.5such Indebtedness (and Foreign Subsidiaries thereof).

Restrictions on Subsidiary Distributions. Except as provided herein, herein or the Interim Order, Final Order in any Permitted Liens or the Confirmation Order, or as required by the Bankruptcy CodePermitted Indebtedness, no Credit Party Borrower Entity 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 the Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by the Borrower or any other Subsidiary of the Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to the Borrower or any other Subsidiary of the Borrower, (c) make loans or advances to the Borrower or any other Subsidiary of the Borrower, or (d) transfer, lease or license any of its property or assets to the Borrower or any other Subsidiary of the Borrower other than restrictions (i) in agreements evidencing 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 or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course Ordinary Course of businessBusiness, (iiiii) 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 Equity Interests not otherwise prohibited expressly permitted under this Agreement and (iii) restrictions in any Cerberus Financing Documents or (iv) described on Schedule 6.5any Permitted Tax Credit Transaction Documents.

Restrictions on Subsidiary Distributions. Except as provided herein, or the Interim Order, Final Order or the Confirmation Order, or as required by the Bankruptcy Codepursuant to any Credit Document, 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 Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests 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, lease or license 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 Indebtedness permitted by Section 6.1(b), (xd), (h) Section 6.1(kand (k) (with respect to Indebtedness of Foreign Subsidiaries) that impose restrictions solely 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 or other transfers contained in leases, licenses, joint venture 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 or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement or Agreement, and (ivvi) described on Schedule 6.5Liens permitted to be incurred hereunder that limit the right to dispose of the assets subject to such Liens.

Restrictions on Subsidiary Distributions. Except as provided herein, or herein and as provided in the Interim Order, Final Order or the Confirmation Order, or as required by the Bankruptcy CodeSecond Lien Credit Agreement, 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 Xerium to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests 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, lease or license transfer any of its property or assets to Borrower Xerium or any other Subsidiary of Borrower Xerium, other than restrictions (i) in agreements evidencing 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 or other transfers contained in leases, licenses, joint venture 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 or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement or Agreement; (iv) described in any agreement for the sale or other disposition of a Subsidiary that restricts distributions by 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 Schedule 6.5a pro rata basis; and (vi) in any instrument governing Indebtedness or Capital Stock of a Person acquired by Xerium or any of its 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 Section 6.1.

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, herein 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 Equity Interests 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, lease or license transfer any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) in agreements evidencing Indebtedness permitted by (x) Section 6.1(k6.1(j) 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 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 Equity Interests Capital Stock not otherwise prohibited under this Agreement or (iv) described on Schedule 6.56.6.

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 Credit 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 Equity Interests 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, lease or license 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 (xg) Section 6.1(k) of the definition of Permitted Indebtedness 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 or other transfers contained in leases, licenses, joint venture 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 or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement or (iv) described on Schedule 6.5Agreement. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations which would prohibit a Subsidiary of Company from being a Loan Party.

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 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 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, 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 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), (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture 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 or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement or (ivv) described identified on Schedule 6.5.

Restrictions on Subsidiary Distributions. Except as provided herein, in any other Loan Document or pursuant to the Interim Order, Final Order or the Confirmation Order, or as required by the Bankruptcy Codeorganizational documents of any Consent Subsidiary, no Credit 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 the Lead Borrower to to: (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by the Lead Borrower or any other Subsidiary of the Lead Borrower, ; (b) repay or prepay any Indebtedness owed by such Subsidiary to the Lead Borrower or any other Subsidiary of the Lead Borrower, ; (c) make loans or advances to the Lead Borrower or any other Subsidiary of the Lead Borrower, or ; or (d) transfer, lease or license transfer any of its property or assets to the Lead Borrower or any other Subsidiary of the Lead Borrower other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by (x) Section 6.1(k6.01(j) 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 or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, or (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 Equity Interests Capital Stock not otherwise prohibited under this Agreement or (iv) described on Schedule 6.5Agreement.

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 Credit 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 Equity Interests 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, lease or license 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 (xh) Section 6.1(k) of the definition of Permitted Indebtedness 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, change of control, subletting or other transfers contained in leases, licenses, joint venture agreements and similar other agreements (including, 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 or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement or Agreement. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations which would prohibit a Subsidiary of the Company from being a Loan Party (iv) described on Schedule 6.5.other than Excluded Subsidiaries). - 96 - US-DOCS\116826573.25

Restrictions on Subsidiary Distributions. Except as provided hereinherein and in the Revolving Credit Agreement, or the Interim OrderBorrower shall not, Final Order or the Confirmation Order, or as required by the Bankruptcy Code, no Credit Party shall, nor and it shall it not permit any of its Subsidiaries other Loan Party 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 Equity Interests 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, lease or license 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 Indebtedness permitted by (xSection 6.01(j) Section 6.1(k) or any related collateral documents 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 or other transfers contained in leases, licenses, joint venture 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 or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement or Agreement, (iv) described on Schedule 6.5any instrument governing Indebtedness or equity securities of a Person acquired by a Loan Party as 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), 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, (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, or herein and as provided in the Interim Order, Final Order or the Confirmation Order, or as required by the Bankruptcy CodeFirst Lien Credit Agreement, 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 Xerium to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests 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, lease or license transfer any of its property or assets to Borrower Xerium or any other Subsidiary of Borrower Xerium, other than restrictions (i) in agreements evidencing 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 or other transfers contained in leases, licenses, joint venture 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 or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement or Agreement; (iv) described in any agreement for the sale or other disposition of a Subsidiary that restricts distributions by 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 Schedule 6.5a pro rata basis; and (vi) in any instrument governing Indebtedness or Capital Stock of a Person acquired by Xerium or any of its 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 Section 6.1.

Restrictions on Subsidiary Distributions. Except as provided herein, or herein and in the Interim Order, Final Order or the Confirmation Order, or as required by the Bankruptcy Code, no First Lien Credit Party shall, nor shall it permit any of its Subsidiaries toAgreement, 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 Equity Interests Securities 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, lease or license transfer any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) in agreements evidencing Indebtedness permitted by (x) Section 6.1(k7.1(c) 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 or other transfers contained in leases, licenses, contracts with Governmental Authorities, joint venture agreements and similar agreements entered into in the ordinary course of business, and (iii) create customary restrictions on the Disposition of assets contained in agreements relating to the sale of assets pending such sale, provided such restrictions and conditions apply only to the assets that are or were created by virtue to be sold and such sale is permitted hereunder. No Credit Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligation which would prohibit a Subsidiary of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement or (iv) described on Schedule 6.5Borrower from becoming a Credit Party.

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 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 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, lease or license any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) in agreements evidencing Indebtedness permitted by (x) Section 6.1(k6.1(i) 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 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 Equity Interests not otherwise prohibited permitted under this Agreement or Agreement, (iv) described on Schedule 6.5, (v) arising under applicable law, (vi) in this Agreement and the other Credit Documents or (vii) restricting distributions from any Subsidiary of 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 making make payments under its Guaranty.

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 Credit 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 Equity Interests 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, lease or license 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 (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 Equity Interests Capital Stock not otherwise prohibited under this Agreement or Agreement, and (iv) described on Schedule 6.5that 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 Holdings from being a Loan Party.

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 Credit 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 Equity Interests 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, lease or license 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 (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 Equity Interests Capital Stock not otherwise prohibited under this Agreement or Agreement, and (iv) described on Schedule 6.5that 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, or the Interim Order, Final Order or the Confirmation Order, or as required by the Bankruptcy Code, no Credit 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 a Loan Party to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests 's Capital Stock owned by Borrower a Loan Party or any other Subsidiary of Borrowera Loan Party, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower a Loan Party or any other Subsidiary of Borrowera Loan Party, (c) make loans or advances to Borrower a Loan Party or any other Subsidiary of Borrowera Loan Party, or (d) transfer, lease or license transfer any of its property or assets to Borrower a Loan Party or any other Subsidiary of Borrower a Loan Party other than than, in each case, restrictions (i) in agreements evidencing Capital Leases and purchase money Indebtedness permitted by clause (xh) Section 6.1(k) of the definition of “Permitted Indebtedness” 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 or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, business and (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 Equity Interests Capital Stock not otherwise prohibited under this Agreement or (iv) described on Schedule 6.5Agreement. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations which would prohibit a Subsidiary of Company from being a Loan Party.

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 Credit 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 Equity Interests 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, lease or license 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 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 Equity Interests Capital Stock not otherwise prohibited under this Agreement or Agreement, (iv) described on Schedule 6.5that are in the Term 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 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, or the Interim Order, Final Order or the Confirmation Order, or as required by the Bankruptcy Code, no Credit 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 Equity Interests '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, lease or license 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 (xh) Section 6.1(k) of the definition of Permitted Indebtedness that impose restrictions on the property so acquired, (y) Section 6.1(c) and (z) Section 6.1(l)acquired or subject of such Indebtedness, (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 Equity Interests Capital Stock not otherwise prohibited under this Agreement or Agreement, (iv) described in agreements entered into in the ordinary course of business in accordance with customary industry practice or (v) on Schedule 6.5net worth imposed by customers 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 Company from being a Loan Party.

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 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 Equity Interests 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, lease or license transfer any of its property or assets to Borrower Holdings or any other Subsidiary of Borrower Holdings other than restrictions (i) in agreements evidencing 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 or other transfers contained in leases, licenses, joint venture 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 or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement or Agreement, (iv) described under Contingent Obligations in existence on Schedule 6.5the date hereof, (v) under applicable law, and (vi) any agreements relating to permitted Indebtedness incurred by a Subsidiary prior to the date of acquisition by the Borrower or another Subsidiary. No Credit Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligation which would prohibit a Subsidiary of Holdings from becoming a Credit Party.

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 Credit 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 Equity Interests 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, lease or license 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 (xh) Section 6.1(kof the definition of Permitted 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, (y) Section 6.1(c) and (z) Section 6.1(l), (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 Equity Interests Capital Stock not otherwise prohibited under this Agreement or Agreement, and (iv) described on Schedule 6.5in 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 Company from being a Loan Party.

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 Credit 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 Equity Interests 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, lease or license 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 (xh) Section 6.1(k) of the definition of Permitted Indebtedness 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 or other transfers contained in leases, licenses, joint venture 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 or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement Agreement. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations that would prohibit a Subsidiary of Borrower from being a Loan Party (other than Subsidiaries that are Excluded Subsidiaries, other than by virtue of clause (c) or (ivf) described on Schedule 6.5of the definition thereof).