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 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 other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(j) that impose restrictions on the property so acquired and (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement, (iv) arising under applicable law, (v) any Contractual Obligation in effect on the date hereof and described on Schedule 6.6, and (vi) customary provisions in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues of such Joint Venture.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of 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 other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(j6.1(k) that impose restrictions on the property so acquired and acquired, (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of businessbusiness to the extent such agreements are permitted hereunder, and (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement. No Credit Party shall, (iv) arising under applicable lawnor shall it permit its Subsidiaries to, (v) enter into any Contractual Obligation in effect on the date hereof and described on Schedule 6.6, and (vi) customary provisions in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues which would prohibit a Subsidiary of such Joint VentureCompany from becoming a Credit Party.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of the Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by the Company or any other Subsidiary of the Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to the Company or any other Subsidiary of the Company, (c) make loans or advances to the Company or any other Subsidiary of the Company, or (d) transfer any of its property or assets to the Company or any other Subsidiary of Company the Company; in each case, other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(j) that impose restrictions on the property so acquired and acquired, (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, and (iii) on the disposition of assets contained in agreements relating to the sale of assets, provided such restrictions and conditions apply only to the assets that are or were created by virtue of any transfer ofto be sold and such sale is permitted hereunder. No Credit Party shall, agreement to transfer or option or right with respect to any propertynor shall it permit its Subsidiaries to, assets or Capital Stock not otherwise prohibited under this Agreement, (iv) arising under applicable law, (v) enter into any Contractual Obligation in effect on which would prohibit a Domestic Subsidiary of the date hereof and described on Schedule 6.6, and (vi) customary provisions in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues of such Joint VentureCompany from becoming a Credit Party.

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 the Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by the Company or by any other Subsidiary of the Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to the Company or to any other Subsidiary of the Company, (c) make loans or advances to the Company or to any other Subsidiary of the Company, or (d) transfer any of its property or assets to the Company or to any other Subsidiary of 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 Section 6.1(jSections 6.1(g) and 6.1(l) that impose restrictions on the property so acquired and acquired, (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 are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement, (iv) arising under applicable lawimpose restrictions on the property securing such Indebtedness, (v) any Contractual Obligation in effect customary restrictions on assets that are the date hereof and described on Schedule 6.6, subject of an Asset Sale permitted by Section 6.9 or a Capital Lease permitted by Section 6.1(n) and (vi) in agreements evidencing Indebtedness permitted by Section 6.1(h) or 6.1(k), in each case, so long as such restrictions are not more restrictive, taken as a whole, than the restrictions set forth in this Agreement or are customary provisions for the issuance of high yield debt securities in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues of a public offering at such Joint Venturetime.

Restrictions on Subsidiary Distributions. Except as provided hereinEach of Holdings and 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 Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or by any other Subsidiary of Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company or to any other Subsidiary of Company, (c) make loans or advances to Company or to any other Subsidiary of Company, or (d) transfer any of its property or assets to Company or to any other Subsidiary of 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 Section 6.1(jSections 6.1(g) and 6.1(l) that impose restrictions on the property so acquired and acquired, (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 are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement, (iv) arising under applicable lawimpose restrictions on the property securing such Indebtedness, (v) any Contractual Obligation in effect customary restrictions on assets that are the date hereof and described on Schedule 6.6, subject of an Asset Sale permitted by Section 6.9 or a Capital Lease permitted by Section 6.1(n) and (vi) in agreements evidencing Indebtedness permitted by Section 6.1(h) or 6.1(k), in each case, so long as such restrictions are not more restrictive, taken as a whole, than the restrictions set forth in this Agreement or are customary provisions for the issuance of high yield debt securities in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues of a public offering at such Joint Venturetime.

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 the Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by the Company or by any other Subsidiary of the Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to the Company or to any other Subsidiary of the Company, (c) make loans or advances to the Company or to any other Subsidiary of the Company, or (d) transfer any of its property or assets to the Company or to any other Subsidiary of the Company other than restrictions (i) existing under this Agreement, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(jSections 7.01(g) and 7.01(l) that impose restrictions on the property so acquired and acquired, (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 are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement, (iv) arising under applicable lawimpose restrictions on the property securing such Indebtedness, (v) any Contractual Obligation in effect customary restrictions on assets that are the date hereof and described on Schedule 6.6, subject of an Asset Sale permitted by Section 7.09 or a Capital Lease permitted by Section 7.01(n) and (vi) in agreements evidencing Indebtedness permitted by Section 7.01(h) or 7.01(k), in each case, so long as such restrictions are not more restrictive, taken as a whole, than the restrictions set forth in this Agreement or are customary provisions for the issuance of high yield debt securities in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues of a public offering at such Joint Venturetime.

Restrictions on Subsidiary Distributions. Except as provided herein, in the Senior Subordinated Notes Indenture or (with respect to encumbrances or restrictions on the ability of any Foreign Subsidiary of Holdings only) in any documentation evidencing the local lines of credit of Foreign Subsidiaries expressly permitted by Section 6.1(j) or (f), 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 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 other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(j6.1(k), (l), (m), (n) or (p) solely with respect to the permitted refinancing of Indebtedness permitted pursuant to 6.1(k), (l), (m) or (n)) that impose restrictions on the property so acquired and (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement, ; (iv) arising under in any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition),which encumbrance or restriction is not applicable lawto any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by Section 6.1 to be incurred; (v) in any Contractual Obligation in effect on agreement for the date hereof and described on Schedule 6.6, sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary pending the sale or other disposition; and (vi) customary in provisions in Joint Venture agreements and or instruments which prohibit the payment of dividends or the making of other similar agreements relating solely distributions with respect to the securities, assets and revenues any class of such Joint VentureCapital Stock of a Person other than on a pro rata basis.

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 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 other than restrictions (i) in agreements evidencing purchase money Indebtedness permitted by Section 6.1(j) that impose restrictions on the property so acquired and or in agreements evidencing the Indebtedness permitted by Section 6.1(r) hereof, (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 Capital Stock not otherwise prohibited under this Agreement, (iv) arising under that exist as a result of any applicable lawlaw or governmental rule or regulation, (v) that arise from customary provisions of any Contractual Obligation agreement or instrument evidencing a Permitted Lien or Indebtedness permitted under Section 6.1 secured thereby applicable to the transfer of any property subject thereto, (vi) contained in effect on the date hereof and described on Schedule 6.6Credit Documents, and (vivii) customary provisions contained in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues of such Joint Venturedefinitive documentation associated with the Closing Date Equity Transaction.

Restrictions on Subsidiary Distributions. Except as provided hereinpursuant to any Credit Document, no Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of 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 Company, in each case, other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(j6.1(b), (d), (h) and (k) (with respect to Indebtedness of Foreign Subsidiaries) that impose restrictions solely on the property so acquired and acquired, (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture Joint Venture agreements and similar agreements entered into in the ordinary course of business, (iii) in the Infineum Agreement, (iv) in the Senior Subordinated Notes Documents, (v) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement, (iv) arising under applicable law, (v) any Contractual Obligation in effect on the date hereof and described on Schedule 6.6, and (vi) customary provisions in Joint Venture agreements and other similar agreements relating solely Liens permitted to be incurred hereunder that limit the securities, right to dispose of the assets and revenues of subject to such Joint VentureLiens.

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 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, or (c) make loans or advances to Company or any other Subsidiary of Company, provided, none of clauses (a) through (c) shall apply to (i) customary restrictions pending a sale of a Subsidiary (or (d) transfer any of its property property, assets or assets Capital Stock) permitted hereunder which restrictions arise under an executed agreement in respect of such sale and relate only to Company or any other the Subsidiary of Company other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(j) that impose restrictions on the property so acquired and being sold, (ii) restrictions imposed by reason applicable law, (iii) restrictions pursuant to the Credit Documents, any Subordinated Indebtedness permitted under Section 6.1(c), any Surviving Indebtedness permitted under Section 6.1(g) and Indebtedness of customary provisions restricting assignments, subletting Foreign Subsidiaries under Section 6.1(i) and (iv) any restrictions existing on cash or other transfers contained in leases, licenses, joint venture agreements and similar agreements deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (iii) that are or were created by virtue business of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement, (iv) arising under applicable law, (v) any Contractual Obligation in effect on the date hereof Company and described on Schedule 6.6, and (vi) customary provisions in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues of such Joint Ventureits Subsidiaries.

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 the Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by the Company or by any other Subsidiary of the Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to the Company or to any other Subsidiary of the Company, (c) make loans or advances to the Company or to any other Subsidiary of the Company, or (d) transfer any of its property or assets to the Company or to any other Subsidiary of 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 Section 6.1(jSections 6.1(g) and 6.1(l) that impose restrictions on the property so acquired and acquired, (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 are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement, (iv) arising under applicable lawimpose restrictions on the property securing such Indebtedness, (v) any Contractual Obligation in effect customary restrictions on assets that are the date hereof and described on Schedule 6.6, subject of an Asset Sale permitted by Section 6.9 or a Capital Lease permitted by Section 6.1(n) and (vi) in agreements evidencing Indebtedness permitted by Section 6.1(h) or 6.1(k), in each case, so long as such restrictions are not more restrictive, taken as a whole, than the restrictions set forth in this Agreement or are customary provisions for the issuance of high yield debt securities in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues of a public offering at such Joint Venturetime.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Note 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 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 Company, in each case, other than restrictions (i) in agreements evidencing any purchase money Indebtedness permitted by Section 6.1(j) that impose restrictions on the property so acquired and acquired, (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (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, Agreement (iv) arising under on the transfer of Capital Stock of Managed Companies in the Organizational Documents of such Managed Companies or pursuant to applicable law, in each case, that restrict transfer of the Capital Stock of such Managed Companies to any person other than a licensed physician, and (v) any Contractual Obligation set forth in effect on the date hereof Managed Company Documents so long as such restrictions permit (A) the repayment of all Obligations and described on Schedule 6.6, refinancings thereof and (viB) customary provisions in Joint Venture agreements and other similar agreements relating solely loans or advances to the securities, assets and revenues of such Joint Ventureany Note Party.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of 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, or (c) make loans or advances to Company or any other Subsidiary of Company, PROVIDED, none of clauses (a) through (c) shall apply to (i) customary restrictions pending a sale of a Subsidiary (or (d) transfer any of its property property, assets or assets Capital Stock) permitted hereunder which restrictions arise under an executed agreement in respect of such sale and relate only to Company or any other the Subsidiary of Company other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(j) that impose restrictions on the property so acquired and being sold, (ii) restrictions imposed by reason applicable law, (iii) restrictions pursuant to the Credit Documents, any Subordinated Indebtedness permitted under Section 6.1(c), any Surviving Indebtedness permitted under Section 6.1(g) and Indebtedness of customary provisions restricting assignments, subletting Foreign Subsidiaries under Section 6.1(i) and (iv) any restrictions existing on cash or other transfers contained in leases, licenses, joint venture agreements and similar agreements deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (iii) that are or were created by virtue business of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement, (iv) arising under applicable law, (v) any Contractual Obligation in effect on the date hereof Company and described on Schedule 6.6, and (vi) customary provisions in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues of such Joint Ventureits Subsidiaries.

Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Loan Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of 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 other than restrictions (i) in agreements evidencing (x) purchase money Indebtedness permitted by Section 6.1(jclause (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 and acquired, (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (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) arising under applicable lawin the ABL Loan Documents. No Loan Party shall, (v) nor shall it permit its Subsidiaries to, enter into any Contractual Obligation in effect on the date hereof and described on Schedule 6.6, and (vi) customary provisions in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues Obligations which would prohibit a Subsidiary of such Joint VentureCompany from being a Loan Party.

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 the Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by the Company or by any other Subsidiary of the Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to the Company or to any other Subsidiary of the Company, (c) make loans or advances to the Company or to any other Subsidiary of the Company, or (d) transfer any of its property or assets to the Company or to any other Subsidiary of the Company other than restrictions (i) existing under this Agreement, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(jSections 7.01(g) and 7.01(l) that impose restrictions on the property so acquired and acquired, (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 are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement, (iv) arising under applicable lawimpose restrictions on the property securing such Indebtedness, (v) any Contractual Obligation in effect customary restrictions on assets that are the date hereof and described on Schedule 6.6, subject of an Asset Sale permitted by Section 7.09 or a Capital Lease permitted by Section 7.01(n) and (vi) in agreements evidencing Indebtedness permitted by Section 7.01(h) or 7.01(k), in each case, so long as such restrictions are not more restrictive, taken as a whole, than the restrictions set forth in this Agreement or are customary provisions for the issuance of high yield debt securities in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues of a public offering at such Joint Venturetime.