Common use of Restrictions on Subsidiary Distributions Clause in Contracts

Restrictions on Subsidiary Distributions. Except as provided herein, 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 to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by the Borrower or any other Subsidiary, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any other Subsidiary, (c) make loans or advances to the Borrower or any other Subsidiary or (d) transfer, lease or license any of its property to Holdings or any other Subsidiary other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 7.01(g) or (l) that impose restrictions on the property so acquired, (ii) in agreements evidencing Junior Indebtedness permitted to be incurred by Section 7.01, (iii) 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, (iv) by reason of customary net worth provisions contained in leases and other agreements that do not evidence Indebtedness entered into by the Borrower or a Subsidiary in the ordinary course of business, (v) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property not otherwise prohibited under this Agreement, (vi) described on Schedule 7.05 or (vii) applicable legal restrictions relating to solvency and financial assistance.

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 any Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by the Borrower or any other SubsidiarySubsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings Parent, Borrower or any other SubsidiarySubsidiary of Borrower, (c) make loans or advances to the Parent, Borrower or any other Subsidiary of Borrower, or (d) transfer, lease or license any of its property or assets to Holdings Borrower or any other Subsidiary of Borrower other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 7.01(gSections 6.1(m), and (r) or (lto the extent, with respect to (r), such Indebtedness is secured) that impose restrictions on the property so acquiredsecuring such Indebtedness, (ii) in agreements evidencing Junior Indebtedness permitted to be incurred by Section 7.016.1(h), and (j), (iii) 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, (iv) by reason of customary net worth provisions contained in leases and other agreements that do not evidence Indebtedness entered into by the Borrower or a Subsidiary in the ordinary course of business, (v) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property property, assets or Equity Interests not otherwise prohibited under this Agreement, or (viv) described on Schedule 7.05 or (vii) applicable legal restrictions relating to solvency and financial assistance6.5.

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 Equity Interests owned by the Borrower Holdings or any other SubsidiarySubsidiary of Holdings, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any other SubsidiarySubsidiary of Holdings, (c) make loans or advances to the Borrower Holdings or any other Subsidiary of Holdings, or (d) transfer, lease or license any of its property or assets to Holdings or any other Subsidiary of Holdings other than restrictions (i) in agreements evidencing Indebtedness permitted by (v) Section 7.01(g6.1(j) or and Section 6.1(x) that impose restrictions on the property with respect to such Indebtedness, (lw) Section 6.1(k) and Section 6.1(x) that impose restrictions on the property so acquired, (iix) in agreements evidencing Junior Indebtedness permitted to be incurred by Section 7.016.1(m), (iiiy) Section 6.1(o) to the extent relating to the assets serving as collateral for such Securitization and (z) Section 6.1(w), (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, (iv) by reason of customary net worth provisions contained in leases and other agreements that do not evidence Indebtedness entered into by the Borrower or a Subsidiary in the ordinary course of business, (viii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property property, assets or Equity Interests not otherwise prohibited under this Agreement, Agreement or (viiv) described on Schedule 7.05 or (vii) applicable legal restrictions relating to solvency and financial assistance6.5.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to of Holdings to: (a) pay dividends or make any other distributions on any of such Restricted Subsidiary’s Equity Interests owned by the Borrower Holdings or any other Subsidiary, Restricted Subsidiary of Holdings; (b) repay or prepay any Indebtedness owed by such Restricted Subsidiary to Holdings or any other Subsidiary, Restricted Subsidiary of Holdings; (c) make loans or advances to the Borrower Holdings or any other Restricted Subsidiary of Holdings; or (d) transfer, lease or license any of its property or assets to Holdings or any other Restricted Subsidiary other than of Holdings, except for such encumbrances or restrictions (i) in respect of the parties to the South African Credit Agreement and other agreements evidencing Indebtedness permitted by (x) Section 7.01(g6.01(j) or that impose restrictions on the property with respect to such Indebtedness, (ly) Section 6.01(k) that impose restrictions on the property so acquiredacquired and (z) Sections 6.01(l), 6.01(m), 6.01(p), 6.01(r), 6.01(z) (to the extent imposing restrictions solely on the Restricted Subsidiaries acquired in an Acquisition Transaction or other Investment described therein), and 6.01(dd); (ii) in agreements evidencing Junior Indebtedness permitted to be incurred by Section 7.01, (iii) 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, ; (iv) by reason of customary net worth provisions contained in leases and other agreements that do not evidence Indebtedness entered into by the Borrower or a Subsidiary in the ordinary course of business, (viii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property property, assets or Equity Interests not otherwise prohibited under this Agreement, ; (viiv) described on Schedule 7.05 6.05; or (viiv) applicable legal restrictions relating to solvency in this Agreement and financial assistancethe other Loan Documents.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, 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 to of Holdings to: (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by the Borrower Holdings or any other Subsidiary, Subsidiary of Holdings; (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any other Subsidiary, Subsidiary of Holdings; (c) make loans or advances to the Borrower Holdings or any other Subsidiary of Holdings; or (d) transfer, lease or license any of its property or assets to Holdings or any other Subsidiary other than of Holdings, except for such encumbrances or restrictions (i) in agreements evidencing Indebtedness permitted by (x) Section 7.01(g6.01(j) or and Section 6.01(x) that impose restrictions on the property with respect to such Indebtedness, (ly) Section 6.01(k) and Section 6.01(x) that impose restrictions on the property so acquired, acquired and (z) Sections 6.01(m) and 6.01(w); (ii) in agreements evidencing Junior Indebtedness permitted to be incurred by Section 7.01, (iii) 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, ; (iv) by reason of customary net worth provisions contained in leases and other agreements that do not evidence Indebtedness entered into by the Borrower or a Subsidiary in the ordinary course of business, (viii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property property, assets or Equity Interests not otherwise prohibited under this Agreement, ; (viiv) described on Schedule 7.05 6.05; or (viiv) applicable legal restrictions relating to solvency in this Agreement and financial assistancethe other Loan Documents.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to of Holdings to: (a) pay dividends or make any other distributions on any of such Restricted Subsidiary’s Equity Interests owned by the Borrower Holdings or any other Subsidiary, Restricted Subsidiary of Holdings; (b) repay or prepay any Indebtedness owed by such Restricted Subsidiary to Holdings or any other Subsidiary, Restricted Subsidiary of Holdings; (c) make loans or advances to the Borrower Holdings or any other Restricted Subsidiary of Holdings; or (d) transfer, lease or license any of its property or assets to Holdings or any other Restricted Subsidiary other than of Holdings, except for such encumbrances or restrictions (i) in agreements evidencing Indebtedness permitted by (x) Section 7.01(g6.01(j) or that impose restrictions on the property with respect to such Indebtedness, (ly) Section 6.01(k) that impose restrictions on the property so acquiredacquired and (z) Sections 6.01(l), 6.01(m), 6.01(p), 6.01(r) and 6.01(dd); (ii) in agreements evidencing Junior Indebtedness permitted to be incurred by Section 7.01, (iii) 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, ; (iv) by reason of customary net worth provisions contained in leases and other agreements that do not evidence Indebtedness entered into by the Borrower or a Subsidiary in the ordinary course of business, (viii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property property, assets or Equity Interests not otherwise prohibited under this Agreement, ; (viiv) described on Schedule 7.05 6.05; or (viiv) applicable legal restrictions relating to solvency in this Agreement and financial assistancethe other Loan Documents.

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 Equity Interests Capital Stock owned by the a Borrower or any other SubsidiarySubsidiary of a Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings a Borrower or any other SubsidiarySubsidiary of a Borrower, (c) make loans or advances to the a Borrower or any other Subsidiary of a Borrower, or (d) transfer, lease or license any of its property or assets to Holdings a Borrower or any other Subsidiary of a Borrower other than restrictions (i) in agreements evidencing Indebtedness permitted by (x) Section 7.01(g) or (l6.1(l) that impose restrictions on the property so acquiredacquired or (y) Section 6.1(s) or Section 6.1(v), in each case, to the extent the restrictions set forth in such agreements are no more restrictive, taken as a whole, than the restrictions contained herein, (ii) in agreements evidencing Junior Indebtedness permitted to be incurred by Section 7.01, (iii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements or documents governing non-wholly owned Subsidiaries and similar agreements entered into in the ordinary course of business, (iviii) by reason set forth in documents governing Joint Ventures or non-wholly Owned Subsidiaries as of customary net worth provisions contained the Closing Date or established after the Closing Date to the extent they are no more burdensome than the restrictions set forth in leases and other agreements that do not evidence Indebtedness entered into by such documents in existence as of the Borrower or a Subsidiary in the ordinary course of businessClosing Date, (viv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property property, assets or Capital Stock not otherwise prohibited under this Agreement, Agreement or (viv) described on Schedule 7.05 or (vii) applicable legal restrictions relating to solvency and financial assistance6.6.

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 Equity Interests owned by the Borrower Holdings or any other SubsidiarySubsidiary of Holdings, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any other SubsidiarySubsidiary of Holdings, (c) make loans or advances to the Borrower Holdings or any other Subsidiary of Holdings, or (d) transfer, lease or license any of its property or assets to Holdings or any other Subsidiary of Holdings other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 7.01(g) or (l6.1(l) that impose restrictions on the property so acquired, constructed or improved, (ii) in agreements evidencing Junior Indebtedness permitted to be incurred by Section 7.01, (iii) 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, (iv) by reason of customary net worth provisions contained in leases and other agreements that do not evidence Indebtedness entered into by the Borrower or a Subsidiary in the ordinary course of business, (viii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property property, assets or Equity Interests not otherwise prohibited under this Agreement, (viiv) described on Schedule 7.05 6.5, (v) in agreements or other arrangements relating to Indebtedness to the extent incurred pursuant to Section 6.1(n) of a Foreign Subsidiary of Holdings so long as such restrictions apply only to such Foreign Subsidiary and its Foreign Subsidiaries, (vi) in agreements relating to Indebtedness to the extent incurred pursuant to Section 6.1(c), or (vii) applicable legal restrictions relating to solvency and financial assistanceHaul Insurance.

Restrictions on Subsidiary Distributions. Except as provided hereinNo 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 Equity Interests Capital Stock owned by the Borrower Holdings or any other SubsidiarySubsidiary of Holdings, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any other SubsidiarySubsidiary of Holdings, (c) make loans or advances to the Borrower Holdings or any other Subsidiary of Holdings, or (d) transfer, lease or license transfer any of its property or assets to Holdings or any other Subsidiary of Holdings, in each case, other than restrictions (i) in the Credit Documents and the ABL Credit Documents, (ii) in agreements evidencing purchase money Indebtedness permitted by Section 7.01(g) or (l6.1(i) that impose restrictions on the property so acquired, (ii) in agreements evidencing Junior Indebtedness permitted to be incurred by Section 7.01, (iii) 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, (iv) by reason of customary net worth provisions contained in leases and other agreements that do not evidence Indebtedness entered into by the Borrower or a Subsidiary in the ordinary course of business, (v) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property property, assets or Capital Stock not otherwise prohibited under this Agreement, (v) that are restrictions and conditions imposed by any law and (vi) described on Schedule 7.05 or (vii) applicable legal that are customary restrictions and conditions contained in agreements relating to solvency the sale of a Subsidiary pending such sale, provided such restrictions and financial assistanceconditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder.

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 the Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by the Borrower or any other SubsidiarySubsidiary of the Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings the Borrower or any other SubsidiarySubsidiary of the Borrower, (c) make loans or advances to the Borrower or any other Subsidiary of the Borrower, or (d) transfer, lease or license transfer any of its property or assets to Holdings the Borrower or any other Subsidiary of the Borrower other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 7.01(g) or (l6.1(i) that impose restrictions on the property so acquired, (ii) in agreements evidencing Junior Indebtedness permitted to be incurred by Section 7.01, (iii) 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, (iv) by reason of customary net worth provisions contained in leases and other agreements that do not evidence Indebtedness entered into by the Borrower or a Subsidiary in the ordinary course of business, (viii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property property, assets or Capital Stock not otherwise prohibited under this Agreement, (viiv) described of Vendors in the ordinary course and (v) in the Term Loan Agreement and the Bridge Loan Agreement, in each case as in effect on Schedule 7.05 or (vii) applicable legal restrictions relating to solvency the date hereof and financial assistanceany Permanent Financing.

Restrictions on Subsidiary Distributions. Except as provided herein, no Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, 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 to of Holdings to: (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by the Borrower Holdings or any other Subsidiary, Subsidiary of Holdings; (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any other Subsidiary, Subsidiary of Holdings; (c) make loans or advances to the Borrower Holdings or any other Subsidiary of Holdings; or (d) transfer, lease or license any of its property or assets to Holdings or any other Subsidiary other than of Holdings, except for such encumbrances or restrictions (i) in agreements evidencing Indebtedness permitted by (x) Section 7.01(g6.01(j) or that impose restrictions on the property with respect to such Indebtedness, (ly) Section 6.01(k) that impose restrictions on the property so acquiredacquired and (z) Sections 6.01(m), 6.01(p), 6.01(s) and 6.01(w) and 6.01(x); (ii) in agreements evidencing Junior Indebtedness permitted to be incurred by Section 7.01, (iii) 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, ; (iv) by reason of customary net worth provisions contained in leases and other agreements that do not evidence Indebtedness entered into by the Borrower or a Subsidiary in the ordinary course of business, (viii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property property, assets or Equity Interests not otherwise prohibited under this Agreement, ; (viiv) described on Schedule 7.05 6.05; or (viiv) applicable legal restrictions relating to solvency in this Agreement and financial assistancethe other Loan Documents.

Restrictions on Subsidiary Distributions. Except as provided hereinNo 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 Equity Interests Capital Stock owned by the Borrower Holdings or any other SubsidiarySubsidiary of Holdings, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any other SubsidiarySubsidiary of Holdings, (c) make loans or advances to the Borrower Holdings or any other Subsidiary of Holdings, or (d) transfer, lease or license transfer any of its property or assets to Holdings or any other Subsidiary of Holdings, in each case, other than restrictions (i) in the Credit Documents and the ABL Credit Documents, (ii) in agreements evidencing purchase money Indebtedness permitted by Section 7.01(g) or (l6.1(h) that impose restrictions on the property so acquired, (ii) in agreements evidencing Junior Indebtedness permitted to be incurred by Section 7.01, (iii) 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, (iv) by reason of customary net worth provisions contained in leases and other agreements that do not evidence Indebtedness entered into by the Borrower or a Subsidiary in the ordinary course of business, (v) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property property, assets or Capital Stock not otherwise prohibited under this Agreement, (v) that are restrictions and conditions imposed by any law and (vi) described on Schedule 7.05 or (vii) applicable legal that are customary restrictions and conditions contained in agreements relating to solvency the sale of a Subsidiary pending such sale, provided such restrictions and financial assistanceconditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder.