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 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 Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (c) make loans or advances to Company or any other Subsidiary of Company, or (d) transfer any of its property or assets to Company or any other Subsidiary of Company, in each case, other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by clause (h) of the definition of Permitted Indebtedness that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, change of control, subletting or other transfers contained in leases, licenses, joint venture agreements and 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 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 the Company from being a Loan Party (other than Excluded Subsidiaries).

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Party shall, nor shall it permit any of the Company’s 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 Company Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company Borrower or any other Subsidiary of CompanyBorrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company Borrower or any other Subsidiary of CompanyBorrower, (c) make loans or advances to Company Borrower or any other Subsidiary of CompanyBorrower, or (d) transfer any of its property or assets to Company Borrower or any other Subsidiary of Company, in each case, 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, change of controlsubletting, subletting or other transfers contained in leases, licenses, joint venture agreements, and similar agreements and 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 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 the Company Parent from being a Loan Party (other than Excluded Subsidiaries)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 Loan Credit Party shall, nor shall it permit any of the Company’s 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 Company Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock Equity Interests owned by Company Borrower or any other Subsidiary of CompanyBorrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company Borrower or any other Subsidiary of CompanyBorrower, (c) make loans or advances to Company Borrower or any other Subsidiary of CompanyBorrower, or (d) transfer transfer, lease or license any of its property or assets to Company Borrower or any other Subsidiary of Company, in each case, Borrower other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by clause (hx) of the definition of Permitted Indebtedness 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, change of control, subletting or other transfers contained in leases, licenses, joint venture agreements and other similar 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 Capital Stock Equity Interests 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 the Company from being a Loan Party Agreement or (other than Excluded Subsidiaries)iv) described on Schedule 6.5.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Party shall, nor shall it permit any of the Company’s 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 Company Lead Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company Lead Borrower or any other Subsidiary of CompanyLead Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company Lead Borrower or any other Subsidiary of CompanyLead Borrower, (c) make loans or advances to Company Lead Borrower or any other Subsidiary of CompanyLead Borrower, or (d) transfer any of its property or assets to Company Borrower or any other Subsidiary of Company, in each case, Lead 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, change of controlsubletting, subletting or other transfers contained in leases, licenses, joint venture agreements, and similar agreements and 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 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 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 the Company Lead Borrower from being a Loan Party (other than Party. Each reference in this Section 6.06 to a “Subsidiary” or “Subsidiaries” shall exclude the Excluded Subsidiaries)Entities.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Party shall, nor shall it permit any of the Company’s 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 Company Lead Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company Lead Borrower or any other Subsidiary of CompanyLead Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company Lead Borrower or any other Subsidiary of CompanyLead Borrower, (c) make loans or advances to Company Lead Borrower or any other Subsidiary of CompanyLead Borrower, or (d) transfer any of its property or assets to Company Borrower or any other Subsidiary of Company, in each case, Lead 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, change of controlsubletting, subletting or other transfers contained in leases, licenses, joint venture agreements, and similar agreements and 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 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 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 the Company Lead Borrower from being a Loan Party (other than Party. Each reference in this Section 6.06 to a “Subsidiary” or “Subsidiaries” shall exclude the Excluded Subsidiaries)Entities.

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 the Company’s 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 Company Xerium to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company Xerium or any other Subsidiary of CompanyXerium, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company Xerium or any other Subsidiary of CompanyXerium, (c) make loans or advances to Company Xerium or any other Subsidiary of CompanyXerium, or (d) transfer any of its property or assets to Company Xerium or any other Subsidiary of Company, in each caseXerium, other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by clause (hSection 6.1(k) of the definition of Permitted Indebtedness that impose restrictions on the property so acquired, ; (ii) by reason of customary provisions restricting assignments, change of control, subletting or other transfers contained in leases, licenses, joint venture agreements and other similar 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 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 Capital Stock not otherwise prohibited under this Agreement. No Loan Party shall, nor shall it permit ; (iv) 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 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 any Person, other than the Person or the property or assets of the Company from being a Loan Party (other than Excluded Subsidiaries)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 in any other Loan Document, any document with respect to any “Incremental Equivalent Debt” (as defined herein) and/or in agreements with respect to refinancings, no Loan Party shallrenewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of the Company’s its Restricted Subsidiaries to, create enter into or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on agreement restricting the ability of (i) any Subsidiary subsidiary of Company the Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company to the Borrower or any other Subsidiary of Company, Guarantor or (bii) repay or prepay any Indebtedness owed by such Restricted Subsidiary to Company or any other Subsidiary of Company, (c) make cash loans or advances to Company the Borrower or any other Subsidiary Guarantor, except: (a) in any agreement evidencing (i) Indebtedness of Companya Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or (d) transfer any of its the property or assets intended to Company or any other Subsidiary of Company, in each case, other than restrictions secure such Indebtedness and (iiii) in agreements evidencing purchase money Indebtedness permitted by clause pursuant to clauses (hj), (m), (p), (q), (u), (w), (x) and/or (z) of the definition of Permitted Indebtedness that impose restrictions on the property so acquired, Section 6.01; (iib) by reason of customary provisions restricting assignments, change of control, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and other similar 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 ; (iiic) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement. No Loan Party shall; (d) assumed in connection with any acquisition of property or the Capital Stock of any Person, nor shall it permit so long as the relevant encumbrance or restriction relates solely to the Person and its Subsidiaries to, enter into any Contractual Obligations which would prohibit a Subsidiary subsidiaries (including the Capital Stock of the Company from being relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition; (e) in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) 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 Loan Party (Person other than Excluded Subsidiarieson a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Third Amendment Effective Date and not created in contemplation thereof; (j) those arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Third Amendment Effective Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower); (k) those arising under or as a result of applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit; (l) those arising in any Loan Document and/or any Loan Document (as defined in the ABL Credit Agreement), any Hedge Agreement and/or any agreement relating to any Banking Services Obligation; (m) any Indebtedness permitted under Section 6.01; provided that no such restrictions are, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in any Indebtedness existing on the Third Amendment Effective Date (including under this Agreement and the ABL Credit Agreement); and/or (n) those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (m) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Party shall, nor shall it permit any of the Company’s 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 Company Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company Borrower or any other Subsidiary of CompanyBorrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company Borrower or any other Subsidiary of CompanyBorrower, (c) make loans or advances to Company Borrower or any other Subsidiary of CompanyBorrower, or (d) transfer any of its property or assets to Company Borrower or any other Subsidiary of Company, in each case, Borrower other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by clause (h) of the definition of Permitted Indebtedness that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, change of control, subletting or other transfers contained in leases, licenses, joint venture agreements and other similar 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 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 that would prohibit a Subsidiary of the Company Borrower from being a Loan Party (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 herein, no Loan Party shall, nor shall it permit any of the Company’s 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 Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s 's Capital Stock owned by Company or any other Subsidiary of Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (c) make loans or advances to Company or any other Subsidiary of Company, or (d) transfer any of its property or assets to Company or any other Subsidiary of Company, in each case, Company other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by clause (h) of the definition of Permitted Indebtedness that impose restrictions on the property so acquiredacquired or subject of such Indebtedness, (ii) by reason of customary provisions restricting assignments, change of control, subletting or other transfers contained in leases, licenses, joint venture agreements and other similar 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 Capital Stock not otherwise prohibited under this Agreement, (iv) in agreements entered into in the ordinary course of business in accordance with customary industry practice or (v) on net 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 the Company from being a Loan Party (other than Excluded Subsidiaries)Party.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Party shall, nor shall it permit any of herein and in the Company’s Subsidiaries toFirst Lien Credit Agreement, 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 Company Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock Equity Securities owned by Company Borrower or any other Subsidiary of CompanyBorrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company Borrower or any other Subsidiary of CompanyBorrower, (c) make loans or advances to Company Borrower or any other Subsidiary of CompanyBorrower, or (d) transfer any of its property or assets to Company Borrower or any other Subsidiary of Company, in each case, Borrower other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by clause (hSection 7.1(c) of the definition of Permitted Indebtedness that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, change of control, subletting or other transfers contained in leases, licenses, contracts with Governmental Authorities, joint venture agreements and other similar 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) 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 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 Agreementbe sold and such sale is permitted hereunder. No Loan Credit Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations Obligation which would prohibit a Subsidiary of the Company Borrower from being becoming a Loan Party (other than Excluded Subsidiaries)Credit Party.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Party shallCompany shall not, nor shall it permit any of the Company’s 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 Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s 's Capital Stock owned by Company or any other Subsidiary of Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (c) make loans or advances to Company or any other Subsidiary of Company, or (d) transfer any of its property or assets to Company or any other Subsidiary of Company, in each case, Company other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by clause (hSection 6.1(i) of the definition of Permitted Indebtedness 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, change of control, subletting or other transfers contained in leases, licenses, joint venture agreements and other similar 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 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 ; (iv) in the Senior Subordinated Note Documents (and Permitted Refinancings of the Company from being a Loan Party 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 (other than Excluded Subsidiariesv) restrictions contained in documents governing Indebtedness of Foreign Subsidiaries permitted hereunder, solely with respect to the Foreign Subsidiaries obligated on such Indebtedness (and Foreign Subsidiaries thereof).

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 the Company’s 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 Company Xerium to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company Xerium or any other Subsidiary of CompanyXerium, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company Xerium or any other Subsidiary of CompanyXerium, (c) make loans or advances to Company Xerium or any other Subsidiary of CompanyXerium, or (d) transfer any of its property or assets to Company Xerium or any other Subsidiary of Company, in each caseXerium, other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by clause (hSection 6.1(k) of the definition of Permitted Indebtedness that impose restrictions on the property so acquired, ; (ii) by reason of customary provisions restricting assignments, change of control, subletting or other transfers contained in leases, licenses, joint venture agreements and other similar 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 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 Capital Stock not otherwise prohibited under this Agreement. No Loan Party shall, nor shall it permit ; (iv) 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 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 any Person, other than the Person or the property or assets of the Company from being a Loan Party (other than Excluded Subsidiaries)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 shall, nor shall it permit any of the Company’s 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 Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (c) make loans or advances to Company or any other Subsidiary of Company, or (d) transfer any of its property or assets to 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 Company, in each case, Company other than restrictions (i) in agreements evidencing (x) purchase money Indebtedness permitted by clause (h) of 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, (ii) by reason of customary provisions restricting assignments, change of control, subletting or other transfers contained in leases, licenses, joint venture agreements and other similar 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 Capital Stock not otherwise prohibited under this Agreement, and (iv) in 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 the Company from being a Loan Party (other than Excluded Subsidiaries)Party.

Restrictions on Subsidiary Distributions. Except as provided herein, herein no Loan Credit Party shall, nor shall it permit any of the Company’s 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 Company Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company Borrower or any other Subsidiary of CompanyBorrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company Borrower or any other Subsidiary of CompanyBorrower, (c) make loans or advances to Company Borrower or any other Subsidiary of CompanyBorrower, or (d) transfer any of its property or assets to Company Borrower or any other Subsidiary of Company, in each case, Borrower other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by clause (hSection 6.1(j) of the definition of Permitted Indebtedness that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, change of control, subletting or other transfers contained in leases, licenses, joint venture agreements and other similar 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 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 the Company from being a Loan Party Agreement or (other than Excluded Subsidiaries)iv) described on Schedule 6.6.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Credit Party shall, nor shall it permit any of the Company’s 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 Company Holdings to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company Holdings or any other Subsidiary of CompanyHoldings, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company Holdings or any other Subsidiary of CompanyHoldings, (c) make loans or advances to Company Holdings or any other Subsidiary of CompanyHoldings, or (d) transfer any of its property or assets to Company Holdings or any other Subsidiary of Company, in each case, Holdings other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by clause (hSection 6.1(k) of the definition of Permitted Indebtedness that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, change of control, subletting or other transfers contained in leases, licenses, joint venture agreements and other similar 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 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, (iv) under Contingent Obligations in existence on the 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 Loan Credit Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligations Obligation which would prohibit a Subsidiary of the Company Holdings from being becoming a Loan Party (other than Excluded Subsidiaries)Credit Party.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Party shall, nor shall it permit any of the Company’s 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 Company Lead Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company Lead Borrower or any other Subsidiary of CompanyLead Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company Lead Borrower or any other Subsidiary of CompanyLead Borrower, (c) make loans or advances to Company Lead Borrower or any other Subsidiary of CompanyLead Borrower, or (d) transfer any of its property or assets to Company any Borrower or any other Subsidiary of 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, change of controlsubletting, subletting or other transfers contained in leases, licenses, joint venture agreements, and similar agreements and 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 transfer, or option or right with respect to any property, assets assets, or Capital Stock not otherwise prohibited under this Agreement, (iv) that 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 the Company Lead Borrower from being a Loan Party (other than Party. Each reference in this Section 6.06 to a “Subsidiary” or “Subsidiaries” shall exclude the Excluded Subsidiaries)Entities.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan No Credit Party shall, nor shall it permit any of the Company’s 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 Company Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock Equity Interests owned by Company Borrower or any other Subsidiary of CompanyBorrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company Borrower or any other Subsidiary of CompanyBorrower, (c) make loans or advances to Company Borrower or any other Subsidiary of CompanyBorrower, or (d) transfer transfer, lease or license any of its property or assets to Company Borrower or any other Subsidiary of Company, in each case, Borrower other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by clause (hSection 6.1(i) of the definition of Permitted Indebtedness that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, change of control, subletting or other transfers contained in leases, licenses, joint venture agreements and other similar 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 Capital Stock not otherwise prohibited Equity Interests permitted under this Agreement. No Loan Party shall, nor shall it permit its Subsidiaries to(iv) described on Schedule 6.5, enter into (v) arising under applicable law, (vi) in this Agreement and the other Credit Documents or (vii) restricting distributions from any Contractual Obligations which would prohibit a Subsidiary of Borrower to the Company from being extent imposed in connection with a Loan Party (other refinancing of Indebtedness of such Subsidiary as otherwise permitted by this Agreement, provided that such restrictions shall be no more restrictive than Excluded Subsidiaries)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 Front Line Loan Party shall, nor shall it permit any of the Company’s 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 Company Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company Borrower or any other Subsidiary of CompanyBorrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company Borrower or any other Subsidiary of CompanyBorrower, (c) make loans or advances to Company Borrower or any other Subsidiary of CompanyBorrower, or (d) transfer any of its property or assets to Company Borrower or any other Subsidiary of Company, in each case, 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, change of controlsubletting, subletting or other transfers contained in leases, licenses, joint venture agreements, and similar agreements and 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 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 the Company Parent from being a Loan Party (other than Excluded Subsidiaries)Party.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan No Borrower Credit Party shall, nor shall it permit any of the Company’s 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 Company Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock Equity Interests owned by Company Borrower or any other Subsidiary of CompanyBorrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company Borrower or any other Subsidiary of CompanyBorrower, (c) make loans or advances to Company Borrower or any other Subsidiary of CompanyBorrower, or (d) transfer transfer, lease or license any of its property or assets to Company Borrower or any other Subsidiary of Company, in each case, Borrower other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by clause (hSection 6.1(i) of the definition of Permitted Indebtedness that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, change of control, subletting or other transfers contained in leases, licenses, joint venture agreements and other similar 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 Capital Stock not otherwise prohibited Equity Interests permitted under this Agreement. No Loan Party shall, nor shall it permit its Subsidiaries to(iv) described on Schedule 6.5, enter into (v) arising under applicable law, (vi) in this Agreement and the other Credit Documents or (vii) restricting distributions from any Contractual Obligations which would prohibit a Subsidiary of Borrower to the Company 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 Party (other than Excluded Subsidiaries)making make payments under its Guaranty.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Credit Party shall, nor shall it permit any of the Company’s 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 Company Parent to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock Equity Interests owned by Company Parent or any other Subsidiary of CompanyParent, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company Parent or any other Subsidiary of CompanyParent, (c) make loans or advances to Company Parent or any other Subsidiary of CompanyParent, or (d) transfer transfer, lease or license any of its property or assets to Company Parent or any other Subsidiary of Company, in each case, Parent other than restrictions (i) imposed by law, (ii) in agreements evidencing purchase money Indebtedness permitted by clause (hSection 6.1(k) of the definition of Permitted Indebtedness that impose restrictions on the property so acquired, (iiiii) by reason of customary provisions restricting assignments, change of control, subletting or other transfers contained in leases, licenses, joint venture Joint Venture agreements and other similar 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 (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. 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 Agreement or (other than Excluded Subsidiaries)v) identified on Schedule 6.5.

Restrictions on Subsidiary Distributions. Except as provided herein, in any other Loan Document or pursuant to the organizational documents of any Consent Subsidiary, no Loan Party shall, nor shall it permit any of the Company’s 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 Company to the Lead Borrower to: (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company the Lead Borrower or any other Subsidiary of Company, the Lead Borrower; (b) repay or prepay any Indebtedness owed by such Subsidiary to Company the Lead Borrower or any other Subsidiary of Company, the Lead Borrower; (c) make loans or advances to Company the Lead Borrower or any other Subsidiary of Company, or the Lead Borrower; or (d) transfer any of its property or assets to Company the Lead Borrower or any other Subsidiary of Company, in each case, the Lead Borrower other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by clause (hSection 6.01(j) of the definition of Permitted Indebtedness that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, change of control, subletting or other transfers contained in leases, licenses, joint venture agreements and other similar 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 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 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 the Company from being a Loan Party (other than Excluded Subsidiaries).

Restrictions on Subsidiary Distributions. Except as provided hereinherein or in any Permitted Liens or Permitted Indebtedness, no Loan Party Borrower Entity shall, nor shall it permit any of the Company’s 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 Company the Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock Equity Interests owned by Company the Borrower or any other Subsidiary of Companythe Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company the Borrower or any other Subsidiary of Companythe Borrower, (c) make loans or advances to Company the Borrower or any other Subsidiary of Companythe Borrower, or (d) transfer transfer, lease or license any of its property or assets to Company the Borrower or any other Subsidiary of Company, in each case, the Borrower other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by clause (h) of the definition of Permitted Indebtedness that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, change of control, subletting or other transfers contained in leases, licenses, joint venture agreements and other similar 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 Ordinary Course of businessBusiness, 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 not otherwise prohibited Equity Interests expressly permitted under this Agreement. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into Agreement and (iii) restrictions in any Contractual Obligations which would prohibit a Subsidiary of the Company from being a Loan Party (other than Excluded Subsidiaries)Cerberus Financing Documents or any Permitted Tax Credit Transaction Documents.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, any document with respect to any “Incremental Equivalent Debt” (as defined herein) and/or in agreements with respect to refinancings, no Loan Party shallrenewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of the Company’s its Restricted Subsidiaries to, create enter into or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on agreement restricting the ability of (i) any Subsidiary subsidiary of Company the Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company to the Borrower or any other Subsidiary of Company, Guarantor or (bii) repay or prepay any Indebtedness owed by such Restricted Subsidiary to Company or any other Subsidiary of Company, (c) make cash loans or advances to Company the Borrower or any other Subsidiary Guarantor, except: (a) in any agreement evidencing (i) Indebtedness of Companya Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or (d) transfer any of its the property or assets intended to Company or any other Subsidiary of Company, in each case, other than restrictions secure such Indebtedness and (iiii) in agreements evidencing purchase money Indebtedness permitted by clause pursuant to clauses (hj), (m), (p), (q), (u), (w), (x) and/or (z) of the definition of Permitted Indebtedness that impose restrictions on the property so acquired, Section 6.01; (iib) by reason of customary provisions restricting assignments, change of control, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and other similar 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 ; (iiic) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement. No Loan Party shall; (d) assumed in connection with any acquisition of property or the Capital Stock of any Person, nor shall it permit so long as the relevant encumbrance or restriction relates solely to the Person and its Subsidiaries to, enter into any Contractual Obligations which would prohibit a Subsidiary subsidiaries (including the Capital Stock of the Company from being relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition; (e) in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other 129590608_2#96809902v9 distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) 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 Loan Party (Person other than Excluded Subsidiarieson a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Third Amendment Effective Date and not created in contemplation thereof; (j) those arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Third Amendment Effective Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower); (k) those arising under or as a result of applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit; (l) those arising in any Loan Document and/or any Loan Document (as defined in the ABL Credit Agreement), any Hedge Agreement and/or any agreement relating to any Banking Services Obligation; (m) any Indebtedness permitted under Section 6.01; provided that no such restrictions are, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in any Indebtedness existing on the Third Amendment Effective Date (including under this Agreement and the ABL Credit Agreement); and/or (n) those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (m) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

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 the Company’s 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 Company 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 Company the Borrower or any other Subsidiary of CompanyLoan Party, (b) repay or prepay any Indebtedness owed by such Subsidiary Loan Party to Company the Borrower or any other Subsidiary of CompanyLoan Party, (c) make loans or advances to Company the Borrower or any other Subsidiary of CompanyLoan 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 Company the Borrower or any other Subsidiary of Company, in each case, Loan Party other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by clause (hSection 6.01(j) of the definition of Permitted Indebtedness or any related collateral documents that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, change of control, subletting or other transfers contained in leases, licenses, joint venture agreements and 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 Capital Stock not otherwise prohibited under this Agreement. No Loan Party shall, nor shall it permit its Subsidiaries to, enter into (iv) any Contractual Obligations which would prohibit instrument governing Indebtedness or equity securities of a Subsidiary of the Company from being 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 Excluded Subsidiaries)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, no Loan Party shall, nor shall it permit any of the Company’s 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 Company Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company Borrower or any other Subsidiary of CompanyBorrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company Borrower or any other Subsidiary of CompanyBorrower, (c) make loans or advances to Company Borrower or any other Subsidiary of CompanyBorrower, or (d) transfer any of its property or assets to Company Borrower or any other Subsidiary of Company, in each case, 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, change of controlsubletting, subletting or other transfers contained in leases, licenses, joint venture agreements, and similar agreements and 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 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 the Company Holdings from being a Loan Party (other than Excluded Subsidiaries)Party.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Party shall, nor shall it permit any of the Company’s 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 Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (c) make loans or advances to Company or any other Subsidiary of Company, or (d) transfer any of its property or assets to Company or any other Subsidiary of Company, in each case, Company other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by clause (hg) of the definition of Permitted Indebtedness that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, change of control, subletting or other transfers contained in leases, licenses, joint venture agreements and other similar 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 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 the Company from being a Loan Party (other than Excluded Subsidiaries)Party.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Party shall, nor shall it permit any of 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 Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (c) make loans or advances to Company or any other Subsidiary of Company, or (d) transfer any of its property or assets to Company or any other Subsidiary of Company, in each case, other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by clause (h) of the definition of Permitted Indebtedness that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, change of control, subletting or other transfers contained in leases, licenses, joint venture agreements and 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 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 the Company from being a Loan Party (other than Excluded Subsidiaries).. - 96 - US-DOCS\116826573.25

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Party shall, nor shall it permit any of the CompanyBorrower’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 Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (c) make loans or advances to Company or any other Subsidiary of Company, or (d) transfer any of its property or assets to Company or any other Subsidiary of Company, in each case, Company other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by clause (h) of the definition of Permitted Indebtedness that impose restrictions on the property so acquired, (ii) by reason of customary provisions restricting assignments, change of control, subletting or other transfers contained in leases, licenses, joint venture agreements and 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 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 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 the Company Borrower from being a Loan Party (other than Subsidiaries that are Excluded Subsidiaries, other than by virtue of clause (e) or (f) of the definition thereof).