Common use of Restrictions on Subsidiary Distributions Clause in Contracts

Restrictions on Subsidiary Distributions. Except as provided 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 Holdings to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Holdings or any of its other Subsidiaries, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any of its other Subsidiaries, (c) make loans or advances to any Credit Party, or (d) transfer any of its property or assets to any Credit Party other than restrictions (i) in agreements evidencing 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 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 Capital Stock not otherwise prohibited under this Agreement.

Restrictions on Subsidiary Distributions. Except as provided 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 Holdings Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (c) make loans or advances to Company or any Credit Partyother Subsidiary of Company, or (d) transfer any of its property or assets to Company or any Credit Party other Subsidiary of Company other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(j6.1(h) 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, 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 Capital Stock not otherwise prohibited under this Agreement.

Restrictions on Subsidiary Distributions. Except as provided 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 Holdings Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (c) make loans or advances to Company or any Credit Partyother Subsidiary of Company, or (d) transfer any of its property or assets to Company or any Credit Party other Subsidiary of Company other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(j6.1(k) that impose restrictions on the property so acquired, acquired and (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 Capital Stock not otherwise prohibited under this Agreement.

Restrictions on Subsidiary Distributions. Except as provided 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 Holdings Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s 's Capital Stock owned by Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (c) make loans or advances to Company or any Credit Partyother Subsidiary of Company, or (d) transfer any of its property or assets to Company or any Credit Party other Subsidiary of Company other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(j6.1(k) that impose restrictions on the property so acquired, acquired and (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 Capital Stock not otherwise prohibited under this Agreement.

Restrictions on Subsidiary Distributions. Except as provided 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 Holdings Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (c) make loans or advances to Company or any Credit Partyother Subsidiary of Company, or (d) transfer any of its property or assets to Company or any Credit Party other Subsidiary of Company other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(j6.1(k) 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, 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 Capital Stock not otherwise prohibited under this Agreement and (iv) contained in the First Lien Credit Agreement.

Restrictions on Subsidiary Distributions. Except as provided 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 Holdings the Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Holdings the Company or any other Subsidiary of its other Subsidiariesthe Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings the Company or any other Subsidiary of its other Subsidiariesthe Company, (c) make loans or advances to the Company or any Credit Partyother Subsidiary of the Company, or (d) transfer any of its property or assets to the Company or any Credit Party other Subsidiary of the Company; in each case, other than restrictions (i) in agreements evidencing 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 or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, and (iii) on the disposition of assets contained in agreements relating to the sale of assets, 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 Domestic Subsidiary 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 Agreementthe Company from becoming a Credit Party.

Restrictions on Subsidiary Distributions. Except as provided 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 Holdings MLP (or, prior to the IPO, Pipeline) to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Holdings or any of its other SubsidiariesGroup Member, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any of its other SubsidiariesGroup Member), (c) make loans or advances to any Credit PartyGroup Member, or (d) transfer any of its property or assets to any Credit Party Group Member, other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(j6.1(i) 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, 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 Capital Stock not otherwise prohibited under this AgreementAgreement or (iv) described on Schedule 6.6.

Restrictions on Subsidiary Distributions. Except as provided herein, 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 Holdings Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock Company's Equity Interests owned by Holdings or any of its other SubsidiariesCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary Company to Holdings or any of its other SubsidiariesCompany, (c) make loans or advances to any Credit PartyCompany, or (d) transfer any of its property or assets to any Credit Party Company other than restrictions (i) in effect on the Closing Date and set forth on Schedule 6.08, (ii) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(j6.01(k) that impose restrictions on the property so acquired, subject thereto and (iiiii) by reason of customary provisions restricting the disposition or distribution of assets, assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, and (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 Capital Stock Equity Interests not otherwise prohibited under this Agreement. Nothing contained in this Agreement shall prevent the U.S. Borrower and its Subsidiaries from complying with their obligations under any joint venture agreement, including, without limitation, fiduciary obligations to minority interest owners and the covenants of good faith and fair dealing.

Restrictions on Subsidiary Distributions. Except as provided 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 Holdings Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (c) make loans or advances to Company or any Credit Partyother Subsidiary of Company, or (d) transfer any of its property or assets to Company or any Credit Party other Subsidiary of Company other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(jSections 6.1(c), 6.1(f) and 6.1(l) that impose restrictions on the property so acquired, acquired and proceeds thereof and (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 Capital Stock not otherwise prohibited under this Agreement.”

Restrictions on Subsidiary Distributions. Except as provided 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 Holdings Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (c) make loans or advances to Company or any Credit Partyother Subsidiary of Company, or (d) transfer any of its property or assets to Company or any Credit Party other Subsidiary of Company other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(jSections 6.1(f) and 6.1(l) that impose restrictions on the property so acquired, acquired and proceeds thereof and (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 Capital Stock not otherwise prohibited under this Agreement.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, neither any Holding Company nor shall it permit any of its Subsidiaries to, shall 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 Holdings a Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Holdings such Holding Company or any Subsidiary of its other Subsidiariessuch Holding Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings such Holding Company or any other Subsidiary of its other Subsidiariessuch Holding Company, (c) make loans or advances to such Holding Company or any Credit Partyother Subsidiary of such Holding Company, or (d) transfer any of its property or assets to such Holding Company or any Credit Party other Subsidiary of such Holding Company other than restrictions (i) in agreements evidencing 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 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 Capital Stock not otherwise prohibited under this Agreement. 6.7.

Restrictions on Subsidiary Distributions. Except as provided 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 Holdings Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (c) make loans or advances to Company or any Credit Partyother Subsidiary of Company, or (d) transfer any of its property or assets to Company or any Credit Party other Subsidiary of Company other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(j) that impose restrictions on the property so acquired, acquired and (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 Capital Stock not otherwise prohibited under this Agreement, (iv) arising under applicable law, (v) any Contractual Obligation in effect on the date hereof and described on Schedule 6.6, and (vi) customary provisions in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues of such Joint Venture.

Restrictions on Subsidiary Distributions. Except as provided 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 Holdings Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (c) make loans or advances to Company or any Credit Partyother Subsidiary of Company, or (d) transfer any of its property or assets to Company or any Credit Party other Subsidiary of Company other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(j6.1(g) 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 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 or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement. No Credit Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligation which would prohibit a Subsidiary of Company from becoming a Credit Party.

Restrictions on Subsidiary Distributions. Except as provided 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 Holdings Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock Equity Interests owned by Holdings Borrower or any other Subsidiary of its other SubsidiariesBorrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Borrower or any other Subsidiary of its other SubsidiariesBorrower, (c) make loans or advances to Borrower or any Credit Partyother Subsidiary of Borrower, or (d) transfer transfer, lease or license any of its property or assets to Borrower or any Credit Party other Subsidiary of Borrower other than restrictions (i) in agreements evidencing 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 or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, and (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 Capital Stock Equity Interests not otherwise prohibited under this AgreementAgreement or (iii) described on Schedule 6.16.

Restrictions on Subsidiary Distributions. Except as provided 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 Holdings to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Holdings or any of its other Subsidiaries, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any of its other Subsidiaries, (c) make loans or advances to any Credit Party, or (d) transfer any of its property or assets to any Credit Party other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(j) that impose restrictions on the transfer of the property so acquired, (ii) on transfer 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) on transfer 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.

Restrictions on Subsidiary Distributions. Except as provided 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 Holdings Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (c) make loans or advances to Company or any Credit Partyother Subsidiary of Company, or (d) transfer any of its property or assets to Company or any Credit Party other Subsidiary of Company other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(j6.1(k) 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 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 or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement. No Credit Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligation which would prohibit a Subsidiary of Company from becoming a Credit Party.

Restrictions on Subsidiary Distributions. Except as provided 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 unstayed consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Holdings Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (c) make loans or advances to Company or any Credit Partyother Subsidiary of Company, or (d) transfer any of its property or assets to Company or any Credit Party other Subsidiary of Company other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(j6.1(i) that impose restrictions on the property so acquired, acquired and (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 Capital Stock not otherwise prohibited under this Agreement.

Restrictions on Subsidiary Distributions. Except as provided 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 Holdings Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s 's Capital Stock owned by Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (c) make loans or advances to Company or any Credit Partyother Subsidiary of Company, or (d) transfer any of its property or assets to Company or any Credit Party other Subsidiary of Company other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(j6.1(k) 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, 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 Capital Stock not otherwise prohibited under this Agreement, (iv) pursuant to the Senior Subordinated Note Indenture and (v) except as set forth on Schedule 6.6.

Restrictions on Subsidiary Distributions. Except as provided herein, 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 Holdings Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (c) make loans or advances to Company or any Credit Partyother Subsidiary of Company, or (d) transfer any of its property or assets to Company or any Credit Party other Subsidiary of Company other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(jclause (d) of the definition of Permitted 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, 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 Capital Stock not otherwise prohibited under this Agreement. 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, 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 Holdings Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s 's Capital Stock owned by Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (c) make loans or advances to Company or any Credit Partyother Subsidiary of Company, or (d) transfer any of its property or assets to Company or any Credit Party other Subsidiary of Company other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(j6.1(k) that impose restrictions on the property so acquired, acquired and (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 Capital Stock not otherwise prohibited under this Agreement.. FIRST LIEN CREDIT AND GUARANTY AGREEMENT 824323-New York Server 7A EXECUTION

Restrictions on Subsidiary Distributions. Except as provided 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 Holdings Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Company or any other Subsidiary of its other SubsidiariesCompany, (c) make loans or advances to Company or any Credit Partyother Subsidiary of Company, or (d) transfer any of its property or assets to Company or any Credit Party other Subsidiary of Company other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(j6.1(k) 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, 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 Capital Stock not otherwise prohibited under this Agreement and (iv) contained in the Second Lien Credit Agreement.

Restrictions on Subsidiary Distributions. Except as provided 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 Holdings the Company not a Credit Party to (a) pay dividends or make any other distributions on any of such Subsidiary’s 's Capital Stock owned by Holdings the Company or any other Subsidiary of its other Subsidiariesthe Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings the Company or any other Subsidiary of its other Subsidiariesthe Company, (c) make loans or advances to the Company or any Credit Partyother Subsidiary of the Company, or (d) transfer any of its property or assets to the Company or any Credit Party other Subsidiary of the Company other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(j) that impose restrictions on the property so acquired6.1, (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 Capital Stock not otherwise prohibited under this Agreement, (iv) in existence on the Closing Date (such material restrictions as set forth in Schedule 6.6), or (v) imposed by applicable law.