Common use of Restrictions on Subsidiary Distributions Clause in Contracts

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Holdings to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Holdings or any other Subsidiary of Holdings, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any other Subsidiary of Holdings, (c) make loans or advances to 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 6.1(j) and Section 6.1(x) that impose restrictions on the property with respect to such Indebtedness, (w) Section 6.1(k) and Section 6.1(x) that impose restrictions on the property so acquired, (x) Section 6.1(m), (y) 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, (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement or (iv) described on Schedule 6.5.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit 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 of Holdings to to: (a) pay dividends or make any other distributions on any of such Restricted Subsidiary’s Equity Interests owned by Holdings or any other Restricted Subsidiary of Holdings, ; (b) repay or prepay any Indebtedness owed by such Restricted Subsidiary to Holdings or any other Restricted Subsidiary of Holdings, ; (c) make loans or advances to 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 of Holdings other than 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 (vx) Section 6.1(j) and Section 6.1(x6.01(j) that impose restrictions on the property with respect to such Indebtedness, (wy) Section 6.1(k) and Section 6.1(x6.01(k) that impose restrictions on the property so acquired, (x) Section 6.1(m), (y) Section 6.1(o) to the extent relating to the assets serving as collateral for such Securitization acquired and (z) Section 6.1(wSections 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) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, ; (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement or Agreement; (iv) described on Schedule 6.56.05; or (v) in this Agreement and the other Loan Documents.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit 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 of Holdings to to: (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Holdings or any other Subsidiary of Holdings, ; (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any other Subsidiary of Holdings, ; (c) make loans or advances to 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 Holdings, except for such encumbrances or restrictions (i) in agreements evidencing Indebtedness permitted by (vx) Section 6.1(j) and Section 6.1(x6.01(j) that impose restrictions on the property with respect to such Indebtedness, (wy) Section 6.1(k) and Section 6.1(x6.01(k) that impose restrictions on the property so acquired, (x) Section 6.1(m), (y) Section 6.1(o) to the extent relating to the assets serving as collateral for such Securitization acquired and (z) Section 6.1(wSections 6.01(m), 6.01(p), 6.01(s) and 6.01(w) and 6.01(x); (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, ; (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement or Agreement; (iv) described on Schedule 6.56.05; or (v) in this Agreement and the other Loan Documents.

Restrictions on Subsidiary Distributions. Except as provided hereinEach of Holdings and the Company shall not, no Credit Party shall, nor and shall it not 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 of Holdings the Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by Holdings the Company or by any other Subsidiary of Holdingsthe Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings the Company or to any other Subsidiary of Holdingsthe Company, (c) make loans or advances to Holdings the Company or to any other Subsidiary of Holdingsthe Company, or (d) transfer, lease or license transfer any of its property or assets to Holdings the Company or to any other Subsidiary of Holdings the Company other than restrictions (i) existing under this Agreement or the Term Credit Documents (as in effect on the Restatement Effective Date), (ii) in agreements evidencing Indebtedness permitted by (v) Section 6.1(jSections 6.1(g) and Section 6.1(x) that impose restrictions on the property with respect to such Indebtedness, (w) Section 6.1(k) and Section 6.1(x6.1(l) that impose restrictions on the property so acquired, (x) Section 6.1(m), (y) Section 6.1(o) to the extent relating to the assets serving as collateral for such Securitization and (z) Section 6.1(w), (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture Joint Venture agreements and similar agreements entered into in the ordinary course of business, (iiiiv) restrictions in agreements evidencing Indebtedness secured by Liens permitted by Section 6.2(m) that impose restrictions on the property securing such Indebtedness, (v) customary restrictions on assets that are the subject of an Asset Sale permitted by Section 6.9 or were created a Capital Lease permitted by virtue of any transfer ofSection 6.1(n) and (vi) in agreements evidencing Indebtedness permitted by Section 6.1(h) or 6.1(k), agreement to transfer or option or right with respect to any propertyin each case, assets or Equity Interests so long as such restrictions are not otherwise prohibited under more restrictive, taken as a whole, than the restrictions set forth in this Agreement or (iv) described on Schedule 6.5are customary for the issuance of high yield debt securities in a public offering at such time.

Restrictions on Subsidiary Distributions. Except as provided hereinEach of Holdings and the Company shall not, no Credit Party shall, nor and shall it not 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 of Holdings the Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by Holdings the Company or by any other Subsidiary of Holdingsthe Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings the Company or to any other Subsidiary of Holdingsthe Company, (c) make loans or advances to Holdings the Company or to any other Subsidiary of Holdingsthe Company, or (d) transfer, lease or license transfer any of its property or assets to Holdings the Company or to any other Subsidiary of Holdings the Company other than restrictions (i) existing under this Agreement, (ii) in agreements evidencing Indebtedness permitted by (v) Section 6.1(jSections 7.01(g) and Section 6.1(x) that impose restrictions on the property with respect to such Indebtedness, (w) Section 6.1(k) and Section 6.1(x7.01(l) that impose restrictions on the property so acquired, (x) Section 6.1(m), (y) Section 6.1(o) to the extent relating to the assets serving as collateral for such Securitization and (z) Section 6.1(w), (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture Joint Venture agreements and similar agreements entered into in the ordinary course of business, (iiiiv) restrictions in agreements evidencing Indebtedness secured by Liens permitted by Section 7.02(m) that impose restrictions on the property securing such Indebtedness, (v) customary restrictions on assets that are the subject of an Asset Sale permitted by Section 7.09 or were created a Capital Lease permitted by virtue of any transfer ofSection 7.01(n) and (vi) in agreements evidencing Indebtedness permitted by Section 7.01(h) or 7.01(k), agreement to transfer or option or right with respect to any propertyin each case, assets or Equity Interests so long as such restrictions are not otherwise prohibited under more restrictive, taken as a whole, than the restrictions set forth in this Agreement or (iv) described on Schedule 6.5are customary for the issuance of high yield debt securities in a public offering at such time.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit 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 of Holdings to to: (a) pay dividends or make any other distributions on any of such Restricted Subsidiary’s Equity Interests owned by Holdings or any other Restricted Subsidiary of Holdings, ; (b) repay or prepay any Indebtedness owed by such Restricted Subsidiary to Holdings or any other Restricted Subsidiary of Holdings, ; (c) make loans or advances to 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 of Holdings other than Holdings, except for such encumbrances or restrictions (i) in agreements evidencing Indebtedness permitted by (vx) Section 6.1(j) and Section 6.1(x6.01(j) that impose restrictions on the property with respect to such Indebtedness, (wy) Section 6.1(k) and Section 6.1(x6.01(k) that impose restrictions on the property so acquired, (x) Section 6.1(m), (y) Section 6.1(o) to the extent relating to the assets serving as collateral for such Securitization acquired and (z) Section 6.1(wSections 6.01(l), 6.01(m), 6.01(p), 6.01(r) and 6.01(dd); (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, ; (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement or Agreement; (iv) described on Schedule 6.5.6.05; or (v) in this Agreement and the other Loan Documents. 183

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit 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 of Holdings to to: (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Holdings or any other Subsidiary of Holdings, ; (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any other Subsidiary of Holdings, ; (c) make loans or advances to 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 Holdings, except for such encumbrances or restrictions (i) in agreements evidencing Indebtedness permitted by (vx) Section 6.1(j6.01(j) and Section 6.1(x6.01(x) that impose restrictions on the property with respect to such Indebtedness, (wy) Section 6.1(k6.01(k) and Section 6.1(x6.01(x) that impose restrictions on the property so acquired, (x) Section 6.1(m), (y) Section 6.1(o) to the extent relating to the assets serving as collateral for such Securitization acquired and (z) Section 6.1(wSections 6.01(m) and 6.01(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, ; (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement or Agreement; (iv) described on Schedule 6.56.05; or (v) in this Agreement and the 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 the Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by Holdings the Borrower or any other Subsidiary of Holdingsthe Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings the Borrower or any other Subsidiary of Holdingsthe Borrower, (c) make loans or advances to Holdings the Borrower or any other Subsidiary of Holdingsthe Borrower, or (d) transfer, lease or license transfer any of its property or assets to Holdings the Borrower or any other Subsidiary of Holdings the Borrower other than restrictions (i) in agreements evidencing Indebtedness permitted by (v) Section 6.1(j) and Section 6.1(x) that impose restrictions on the property with respect to such Indebtedness, (w) Section 6.1(k) and Section 6.1(x6.1(i) that impose restrictions on the property so acquired, (x) Section 6.1(m), (y) 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, (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement or Agreement, (iv) described 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 6.5the date hereof and any Permanent Financing.

Restrictions on Subsidiary Distributions. Except as provided herein, no No Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Holdings to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by Holdings or any other Subsidiary of Holdings, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any other Subsidiary of Holdings, (c) make loans or advances to 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 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 (v) Section 6.1(j) and Section 6.1(x) that impose restrictions on the property with respect to such Indebtedness, (w) Section 6.1(k) and Section 6.1(x6.1(h) that impose restrictions on the property so acquired, (x) Section 6.1(m), (y) Section 6.1(o) to the extent relating to the assets serving as collateral for such Securitization and (z) Section 6.1(w), (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (iiiiv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement or Agreement, (ivv) described on Schedule 6.5that are restrictions and conditions imposed by any law and (vi) that are customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions 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 Holdings to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests owned by Holdings or any other Subsidiary of Holdings, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any other Subsidiary of Holdings, (c) make loans or advances to 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 6.1(j) and Section 6.1(x) that impose restrictions on the property with respect to such Indebtedness, (w) Section 6.1(k) and Section 6.1(x6.1(l) that impose restrictions on the property so acquired, (x) Section 6.1(m), (y) Section 6.1(o) to the extent relating to the assets serving as collateral for such Securitization and (z) Section 6.1(w)constructed or improved, (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement or Agreement, (iv) described on Schedule 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 to Haul Insurance.

Restrictions on Subsidiary Distributions. Except as provided hereinThe Company shall not, no Credit Party shall, nor and shall it not 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 of Holdings the Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by Holdings the Company or by any other Subsidiary of Holdingsthe Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings the Company or to any other Subsidiary of Holdingsthe Company, (c) make loans or advances to Holdings the Company or to any other Subsidiary of Holdingsthe Company, or (d) transfer, lease or license transfer any of its property or assets to Holdings the Company or to any other Subsidiary of Holdings the Company other than restrictions (i) existing under this Agreement or the Revolving Credit Documents (as in effect on the Closing Date), (ii) in agreements evidencing Indebtedness permitted by (v) Section 6.1(jSections 6.1(g) and Section 6.1(x) that impose restrictions on the property with respect to such Indebtedness, (w) Section 6.1(k) and Section 6.1(x6.1(l) that impose restrictions on the property so acquired, (x) Section 6.1(m), (y) Section 6.1(o) to the extent relating to the assets serving as collateral for such Securitization and (z) Section 6.1(w), (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture Joint Venture agreements and similar agreements entered into in the ordinary course of business, (iiiiv) [reserved], (v) customary restrictions on assets that are the subject of an Asset Sale permitted by Section 6.9 or were created a Capital Lease permitted by virtue of any transfer ofSection 6.1(n) and (vi) in agreements evidencing Indebtedness permitted by Section 6.1(p) or 6.1(q), agreement to transfer or option or right with respect to any propertyin each case, assets or Equity Interests so long as such restrictions are not otherwise prohibited under more restrictive, taken as a whole, than the restrictions set forth in this Agreement or (iv) described on Schedule 6.5Agreement.

Restrictions on Subsidiary Distributions. Except as provided hereinEach of Holdings and the Company shall not, no Credit Party shall, nor and shall it not 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 of Holdings the Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by Holdings the Company or by any other Subsidiary of Holdingsthe Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings the Company or to any other Subsidiary of Holdingsthe Company, (c) make loans or advances to Holdings the Company or to any other Subsidiary of Holdingsthe Company, or (d) transfer, lease or license transfer any of its property or assets to Holdings the Company or to any other Subsidiary of Holdings the Company other than restrictions (i) existing under this Agreement, (ii) in agreements evidencing Indebtedness permitted by (v) Section 6.1(jSections 7.01(g) and Section 6.1(x) that impose restrictions on the property with respect to such Indebtedness, (w) Section 6.1(k) and Section 6.1(x7.01(l) that impose restrictions on the property so acquired, (x) Section 6.1(m), (y) Section 6.1(o) to the extent relating to the assets serving as collateral for such Securitization and (z) Section 6.1(w), (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (iiiiv) restrictions in agreements evidencing Indebtedness secured by Liens permitted by Section 7.02(m) that impose restrictions on the property securing such Indebtedness, (v) customary restrictions on assets that are the subject of an Asset Sale permitted by Section 7.09 or were created a Capital Lease permitted by virtue of any transfer ofSection 7.01(n) and (vi) in agreements evidencing Indebtedness permitted by Section 7.01(h) or 7.01(k), agreement to transfer or option or right with respect to any propertyin each case, assets or Equity Interests so long as such restrictions are not otherwise prohibited under more restrictive, taken as a whole, than the restrictions set forth in this Agreement or (iv) described on Schedule 6.5are customary for the issuance of high yield debt securities in a public offering at such time.

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 Holdings a Borrower or any other Subsidiary of Holdingsa Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings a Borrower or any other Subsidiary of Holdingsa Borrower, (c) make loans or advances to Holdings a Borrower or any other Subsidiary of Holdingsa Borrower, or (d) transfer, lease or license any of its property or assets to Holdings a Borrower or any other Subsidiary of Holdings a Borrower other than restrictions (i) in agreements evidencing Indebtedness permitted by (vx) Section 6.1(j) and Section 6.1(x) that impose restrictions on the property with respect to such Indebtedness, (w) Section 6.1(k) and Section 6.1(x6.1(l) that impose restrictions on the property so acquired, (x) Section 6.1(m), acquired or (y) Section 6.1(o6.1(s) or Section 6.1(v), in each case, to the extent relating to the assets serving restrictions set forth in such agreements are no more restrictive, taken as collateral for such Securitization and (z) Section 6.1(w)a whole, than the restrictions contained herein, (ii) 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, (iii) set forth in documents governing Joint Ventures or non-wholly Owned Subsidiaries as of the Closing Date or established after the Closing Date to the extent they are no more burdensome than the restrictions set forth in such documents in existence as of the Closing Date, (iv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement or (ivv) described on Schedule 6.56.6.

Restrictions on Subsidiary Distributions. Except as provided hereinEach of Holdings and the Company shall not, no Credit Party shall, nor and shall it not 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 of Holdings the Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by Holdings the Company or by any other Subsidiary of Holdingsthe Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings the Company or to any other Subsidiary of Holdingsthe Company, (c) make loans or advances to Holdings the Company or to any other Subsidiary of Holdingsthe Company, or (d) transfer, lease or license transfer any of its property or assets to Holdings the Company or to any other Subsidiary of Holdings the Company other than restrictions (i) existing under this Agreement or the Revolving Credit Documents (as in effect on the Restatement Effective Date), (ii) in agreements evidencing Indebtedness permitted by (v) Section 6.1(jSections 6.1(g) and Section 6.1(x) that impose restrictions on the property with respect to such Indebtedness, (w) Section 6.1(k) and Section 6.1(x6.1(l) that impose restrictions on the property so acquired, (x) Section 6.1(m), (y) Section 6.1(o) to the extent relating to the assets serving as collateral for such Securitization and (z) Section 6.1(w), (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture Joint Venture agreements and similar agreements entered into in the ordinary course of business, (iiiiv) restrictions in agreements evidencing Indebtedness secured by Liens permitted by Section 6.2(m) that impose restrictions on the property securing such Indebtedness, (v) customary restrictions on assets that are the subject of an Asset Sale permitted by Section 6.9 or were created a Capital Lease permitted by virtue of any transfer ofSection 6.1(n) and (vi) in agreements evidencing Indebtedness permitted by Section 6.1(h) or 6.1(k), agreement to transfer or option or right with respect to any propertyin each case, assets or Equity Interests so long as such restrictions are not otherwise prohibited under more restrictive, taken as a whole, than the restrictions set forth in this Agreement or (iv) described on Schedule 6.5are customary for the issuance of high yield debt securities in a public offering at such time.

Restrictions on Subsidiary Distributions. Except as provided herein, no No Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Holdings to (a) pay dividends or make any other distributions on any of such Subsidiary’s Equity Interests Capital Stock owned by Holdings or any other Subsidiary of Holdings, (b) repay or prepay any Indebtedness owed by such Subsidiary to Holdings or any other Subsidiary of Holdings, (c) make loans or advances to 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 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 (v) Section 6.1(j) and Section 6.1(x) that impose restrictions on the property with respect to such Indebtedness, (w) Section 6.1(k) and Section 6.1(x6.1(i) that impose restrictions on the property so acquired, (x) Section 6.1(m), (y) Section 6.1(o) to the extent relating to the assets serving as collateral for such Securitization and (z) Section 6.1(w), (iiiii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (iiiiv) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests Capital Stock not otherwise prohibited under this Agreement or Agreement, (ivv) described on Schedule 6.5that are restrictions and conditions imposed by any law and (vi) that are customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder. 6.7.