Common use of Restrictions on Subsidiary Distributions Clause in Contracts

Restrictions on Subsidiary Distributions. 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 consensual 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; provided that the foregoing shall not prohibit encumbrances or restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(a), (c), (i), (m) or (s), (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) and 6.1(j) that impose restrictions on the property so leased or acquired, (iii) restrictions imposed by applicable law, (iv) agreements evidencing Indebtedness of Foreign Subsidiaries permitted by Section 6.1(l) and 6.1(n), (iv) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business or joint venture agreements not otherwise prohibited under this Agreement, (v) that are or were created by virtue of any sale, lease, transfer or other disposition of, agreement to sell, lease, transfer or other disposition or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement and (vi) imposed pursuant to Permitted Liens.

Restrictions on Subsidiary Distributions. No Except pursuant 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 consensual 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; provided that the foregoing shall not prohibit encumbrances or , in each case, other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(a6.1(b), (cd), (i), (m) or (s), (ii) in agreements evidencing Indebtedness permitted by Section 6.1(kh) and 6.1(j(k) (with respect to Indebtedness of Foreign Subsidiaries) that impose restrictions solely on the property so leased or acquired, (iii) restrictions imposed by applicable law, (iv) agreements evidencing Indebtedness of Foreign Subsidiaries permitted by Section 6.1(l) and 6.1(n), (ivii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, Joint Venture agreements and similar agreements entered into in the ordinary course of business or joint venture agreements not otherwise prohibited under this business, (iii) in the Infineum Agreement, (iv) in the Senior Subordinated Notes Documents, (v) that are or were created by virtue of any sale, lease, transfer or other disposition of, agreement to sell, lease, transfer or other disposition or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement Agreement, and (vi) imposed pursuant Liens permitted to Permitted be incurred hereunder that limit the right to dispose of the assets subject to such Liens.

Restrictions on Subsidiary Distributions. No Credit Party shall, nor shall it permit any of its Subsidiaries toExcept as provided herein, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Subsidiary of Company the Borrower other than any Securitization Entity to (a) pay dividends or make any other distributions on any of such Subsidiary's Capital Stock ’s 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 Company, the Borrower or (d) transfer transfer, lease or license any of its property or assets to Company the Borrower or any other Subsidiary of Company; provided that the foregoing shall not prohibit encumbrances or Borrower other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(a), (c), (i), (m6.01(h) or (s), (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) and 6.1(jn) that impose restrictions on the property so leased or acquired, (iii) restrictions imposed by applicable law, (iv) agreements evidencing Indebtedness of Foreign Subsidiaries permitted by Section 6.1(l) and 6.1(n), (ivii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements and similar agreements entered into in the ordinary course of business or joint venture agreements not otherwise prohibited under this Agreementbusiness, (viii) 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, (iv) that are or were created by virtue of any sale, lease, transfer or other disposition of, agreement to sell, lease, transfer or other disposition or option or right with respect to any property, assets or Capital Stock property not otherwise prohibited under this Agreement and or (viv) imposed pursuant to Permitted Liensdescribed on Schedule 6.05.

Restrictions on Subsidiary Distributions. No Credit Party shall, nor shall it permit any of its Subsidiaries toExcept as provided herein, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual 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 ’s Equity Interests owned by Company the Borrower or any other Subsidiary of CompanySubsidiary, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company Holdings or any other Subsidiary of CompanySubsidiary, (c) make loans or advances to Company the Borrower or any other Subsidiary of Company, or (d) transfer transfer, lease or license any of its property or assets to Company Holdings or any other Subsidiary of Company; provided that the foregoing shall not prohibit encumbrances or other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(a), (c), (i), (m7.01(g) or (s), (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) and 6.1(jl) that impose restrictions on the property so leased or acquired, (iiiii) restrictions imposed in agreements evidencing Junior Indebtedness or Refinancing Debt, in each case permitted to be incurred by applicable lawSection 7.01, (iv) agreements evidencing Indebtedness of Foreign Subsidiaries permitted by Section 6.1(l) and 6.1(n), (iviii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements and similar agreements entered into in the ordinary course of business 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 joint venture agreements not otherwise prohibited under this Agreementa Subsidiary in the ordinary course of business, (v) that are or were created by virtue of any sale, lease, transfer or other disposition of, agreement to sell, lease, transfer or other disposition or option or right with respect to any property, assets or Capital Stock property not otherwise prohibited under this Agreement and Agreement, (vi) imposed pursuant described on Schedule 7.05 or (vii) applicable legal restrictions relating to Permitted Lienssolvency and financial assistance. Section 7.06.

Restrictions on Subsidiary Distributions. No Credit Party shallExcept as provided herein or in any other Loan Document, any document with respect to any Incremental Equivalent Debt and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrowers shall not, nor shall it they permit any of its their Restricted -184- #96942867v160458181 #96942867v1 Subsidiaries to, create enter into or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on agreement restricting the ability of (i) any Subsidiary subsidiary of Company the Borrowers to (a) pay dividends or make any other distributions on any of such Subsidiary's Capital Stock owned by Company to the Borrowers or any other Subsidiary of Company, Loan Party 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 Borrowers or any other Subsidiary of CompanyLoan Party, or except: (da) transfer in any of its property or assets to Company or any other Subsidiary of Company; provided that the foregoing shall not prohibit encumbrances or restrictions agreement evidencing (i) in agreements evidencing Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.1(a), 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and their Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (c), iii) Indebtedness permitted pursuant to clauses (ij), (m) or (s), (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) and 6.1(j) that impose restrictions on the property so leased or acquired, (iii) restrictions imposed by applicable law, (iv) agreements evidencing Indebtedness of Foreign Subsidiaries permitted by Section 6.1(l) and 6.1(nn), (ivp) (as it relates to Indebtedness in respect of clauses (j), (m), (n), (q), (u), (w), (x) and/or (z) of Section 6.01), (q), (u), (w), (x) and/or (z) of Section 6.01; (b) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business or joint venture agreements not otherwise prohibited under this Agreement, business; (vc) that are or were created by virtue of any sale, leaseLien granted upon, transfer or other disposition of, agreement to sell, lease, transfer or other disposition or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement Agreement; (d) assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (viincluding the Capital Stock of the relevant Person or Persons) and/or property so acquired 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 Person other than on a pro rata basis; (g) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture 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 Closing Date and not created in contemplation thereof; (j) those arising pursuant to Permitted Liens.an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing 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 a Borrower); -185- #96942867v160458181 #96942867v1

Restrictions on Subsidiary Distributions. No Credit Party shallExcept as provided herein or in any other Loan Document, any document with respect to any Incremental Equivalent Debt and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrowers shall not, nor shall it they permit any of its their Restricted Subsidiaries to, create enter into or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on agreement restricting the ability of (i) any Subsidiary subsidiary of Company the Borrowers to (a) pay dividends or make any other distributions on any of such Subsidiary's Capital Stock owned by Company to the Borrowers or any other Subsidiary of Company, Loan Party 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 Borrowers or any other Subsidiary of CompanyLoan Party, or except: (da) transfer in any of its property or assets to Company or any other Subsidiary of Company; provided that the foregoing shall not prohibit encumbrances or restrictions agreement evidencing (i) in agreements evidencing Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.1(a), 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and their Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (c), iii) Indebtedness permitted pursuant to clauses (ij), (m) or (s), (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) and 6.1(j) that impose restrictions on the property so leased or acquired, (iii) restrictions imposed by applicable law, (iv) agreements evidencing Indebtedness of Foreign Subsidiaries permitted by Section 6.1(l) and 6.1(nn), (ivp) (as it relates to Indebtedness in respect of clauses (j), (m), (n), (q), (u), (w), (x) and/or (z) of Section 6.01), (q), (u), (w), (x) and/or (z) of Section 6.01; (b) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses (including any licenses or sublicenses of IP Rights), joint venture agreements and similar agreements entered into in the ordinary course of business or joint venture agreements not otherwise prohibited under this Agreement, business; (vc) that are or were created by virtue of any sale, leaseLien granted upon, transfer or other disposition of, agreement to sell, lease, transfer or other disposition or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement Agreement; (d) assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance or restriction relates solely to the Person and its subsidiaries (viincluding the Capital Stock of the relevant Person or Persons) imposed pursuant to Permitted Liens.and/or property so acquired 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;

Restrictions on Subsidiary Distributions. No 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 consensual 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, 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; provided that the foregoing shall not prohibit encumbrances or restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(a), (c), (i), (m) or (s)being sold, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) and 6.1(j) that impose restrictions on the property so leased or acquired, (iii) restrictions imposed by applicable law, (iviii) agreements evidencing 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 Foreign Subsidiaries permitted by under Section 6.1(l6.1(i) and 6.1(n), (iv) by reason of customary provisions restricting assignments, subletting any restrictions existing on cash or other transfers contained in leases, licenses and similar agreements deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or joint venture agreements not otherwise prohibited under this Agreement, (v) that are or were created by virtue of any sale, lease, transfer or other disposition of, agreement to sell, lease, transfer or other disposition or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement Company and (vi) imposed pursuant to Permitted Liensits Subsidiaries.

Restrictions on Subsidiary Distributions. No Except as provided herein, or the Interim Order, the Final Order or the Confirmation Order, or as required by the Bankruptcy Code, 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 consensual 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 ’s 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 Company, Borrower or (d) transfer transfer, lease or license any of its property or assets to Company Borrower or any other Subsidiary of Company; provided that the foregoing shall not prohibit encumbrances or Borrower other than restrictions (i) in agreements evidencing Indebtedness permitted by (x) Section 6.1(a), (c), (i), (m) or (s), (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) and 6.1(j6.1(h) that impose restrictions on the property so leased or acquired, acquired and (iiiy) restrictions imposed by applicable law, (iv) agreements evidencing Indebtedness of Foreign Subsidiaries permitted by Section 6.1(l) and 6.1(n6.1(b), (ivii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements and similar agreements entered into in the ordinary course of business or joint venture agreements not otherwise prohibited under this Agreementbusiness, (viii) that are or were created by virtue of any sale, lease, transfer or other disposition of, agreement to sell, lease, transfer or other disposition or option or right with respect to any property, assets or Capital Stock Equity Interests not otherwise prohibited under this Agreement and or (viiv) imposed pursuant to Permitted Liensdescribed on Schedule 6.5.

Restrictions on Subsidiary Distributions. No 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 consensual 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; provided that the foregoing shall not prohibit encumbrances or Company other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(a), (c), (i), (m) or (s), (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) and 6.1(j) that impose restrictions on the property so leased or acquired, (iii) restrictions imposed by applicable law, (iv) agreements evidencing Indebtedness of Foreign Subsidiaries permitted by Section 6.1(l) and 6.1(n), (ivii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements and similar agreements entered into in the ordinary course of business or joint venture agreements not otherwise prohibited under this Agreementbusiness, and (viii) that are or were created by virtue of any sale, lease, transfer or other disposition of, agreement to sell, lease, transfer or other disposition or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement and (vi) imposed pursuant to Permitted LiensAgreement. No Credit Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual Obligation which would prohibit a Subsidiary of Company from becoming a Credit Party.

Restrictions on Subsidiary Distributions. No Credit Except as provided herein, no 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 consensual 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; provided that the foregoing shall not prohibit encumbrances or , in each case, other than restrictions (i) in agreements evidencing any purchase money Indebtedness permitted by Section 6.1(a), (c), (i), (m) or (s), (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) and 6.1(j) that impose restrictions on the property so leased or acquired, (iii) restrictions imposed by applicable law, (iv) agreements evidencing Indebtedness of Foreign Subsidiaries permitted by Section 6.1(l) and 6.1(n), (ivii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements and similar agreements entered into in the ordinary course of business or joint venture agreements not otherwise prohibited under this Agreementbusiness, (viii) that are or were created by virtue of any sale, lease, transfer or other disposition of, agreement to sell, lease, transfer or other disposition or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement (iv) 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 (viv) imposed pursuant set forth in the Managed Company Documents so long as such restrictions permit (A) the repayment of all Obligations and refinancings thereof and (B) loans or advances to Permitted Liensany Note Party.

Restrictions on Subsidiary Distributions. No 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 consensual restriction of any kind on the ability of any Subsidiary of Company any Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary's Capital Stock ’s Equity Interests owned by Company Borrower or any other Subsidiary of CompanyBorrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company Parent, Borrower or any other Subsidiary of CompanyBorrower, (c) make loans or advances to Company Parent, 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; provided that the foregoing shall not prohibit encumbrances or Borrower other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(aSections 6.1(m), and (cr) (to the extent, with respect to (r), (i), (msuch Indebtedness is secured) or (s)that impose restrictions on the property securing such Indebtedness, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) 6.1(h), and 6.1(j) that impose restrictions on the property so leased or acquired(j), (iii) restrictions imposed by applicable law, (iv) agreements evidencing Indebtedness of Foreign Subsidiaries permitted by Section 6.1(l) and 6.1(n), (iv) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements and similar agreements entered into in the ordinary course of business or joint venture agreements not otherwise prohibited under this Agreementbusiness, (viv) that are or were created by virtue of any sale, lease, transfer or other disposition of, agreement to sell, lease, transfer or other disposition or option or right with respect to any property, assets or Capital Stock Equity Interests not otherwise prohibited under this Agreement and Agreement, or (viv) imposed pursuant to Permitted Liens.described on Schedule 6.5. 108

Restrictions on Subsidiary Distributions. No Credit Party shall, nor shall it permit any of its Subsidiaries toExcept as provided herein, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Subsidiary of Company the Borrower other than any Securitization Entity to (a) pay dividends or make any other distributions on any of such Subsidiary's Capital Stock ’s 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; provided that the foregoing shall not prohibit encumbrances or Borrower other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(a), (c), (i), (m6.01(h) or (s), (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) and 6.1(jn) that impose restrictions on the property so leased or acquired, (iii) restrictions imposed by applicable law, (iv) agreements evidencing Indebtedness of Foreign Subsidiaries permitted by Section 6.1(l) and 6.1(n), (ivii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements and similar agreements entered into in the ordinary course of business or joint venture agreements not otherwise prohibited under this Agreementbusiness, (viii) 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, (iv) that are or were created by virtue of any sale, lease, transfer or other disposition of, agreement to sell, lease, transfer or other disposition or option or right with respect to any property, assets or Capital Stock property not otherwise prohibited under this Agreement and or (viv) imposed pursuant to Permitted Liensdescribed on Schedule 6.05.

Restrictions on Subsidiary Distributions. No Except as provided herein, no Credit Party shall, nor shall it permit any of its Material Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Material Subsidiary of Company Borrower to (a) pay dividends or make any other distributions on any of such Material Subsidiary's Capital Stock ’s Equity Interests owned by Company Borrower or any other Material Subsidiary of CompanyBorrower, (b) repay or prepay any Indebtedness owed by such Material Subsidiary to Company Borrower or any other Material Subsidiary of CompanyBorrower, (c) make loans or advances to Company Borrower or any other Material Subsidiary of CompanyBorrower, or (d) transfer transfer, lease or license any of its property or assets to Company Borrower or any other Material Subsidiary of Company; provided that the foregoing shall not prohibit encumbrances or Borrower other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(a), (c), (i), (mSections 6.1(j) or (s)and 6.1(l) that impose restrictions on the property so acquired, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) and 6.1(j6.1(m) that impose restrictions on the property so leased or acquiredsecuring such Indebtedness, (iii) restrictions imposed by applicable law, (iv) agreements evidencing Indebtedness of Foreign Subsidiaries permitted by Section 6.1(l) and 6.1(n), (iv) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements and similar agreements entered into in the ordinary course of business or joint venture agreements not otherwise prohibited under this Agreementbusiness, (viv) that are or were created by virtue of any sale, lease, transfer or other disposition of, agreement to sell, lease, transfer or other disposition or option or right with respect to any property, assets or Capital Stock Equity Interests not otherwise prohibited under this Agreement and or (viv) imposed pursuant to Permitted Liensdescribed on Schedule 6.5.

Restrictions on Subsidiary Distributions. No 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 consensual 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, 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; provided that the foregoing shall not prohibit encumbrances or restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(a), (c), (i), (m) or (s)being sold, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) and 6.1(j) that impose restrictions on the property so leased or acquired, (iii) restrictions imposed by applicable law, (iviii) agreements evidencing 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 Foreign Subsidiaries permitted by under Section 6.1(l6.1(i) and 6.1(n), (iv) by reason of customary provisions restricting assignments, subletting any restrictions existing on cash or other transfers contained in leases, licenses and similar agreements deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or joint venture agreements not otherwise prohibited under this Agreement, (v) that are or were created by virtue of any sale, lease, transfer or other disposition of, agreement to sell, lease, transfer or other disposition or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement Company and (vi) imposed pursuant to Permitted Liensits Subsidiaries.

Restrictions on Subsidiary Distributions. No 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 consensual restriction of any kind on the ability of any Subsidiary of Company any Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary's Capital Stock ’s Equity Interests owned by Company Borrower or any other Subsidiary of CompanyBorrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company Parent, Borrower or any other Subsidiary of CompanyBorrower, (c) make loans or advances to Company Parent, 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; provided that the foregoing shall not prohibit encumbrances or Borrower other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(aSections 6.1(m), and (cr) (to the extent, with respect to (r), (i), (msuch Indebtedness is secured) or (s)that impose restrictions on the property securing such Indebtedness, (ii) in agreements evidencing Indebtedness permitted by Section 6.1(k) 6.1(h), and 6.1(j) that impose restrictions on the property so leased or acquired(j), (iii) restrictions imposed by applicable law, (iv) agreements evidencing Indebtedness of Foreign Subsidiaries permitted by Section 6.1(l) and 6.1(n), (iv) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses licenses, joint venture agreements and similar agreements entered into in the ordinary course of business or joint venture agreements not otherwise prohibited under this Agreementbusiness, (viv) that are or were created by virtue of any sale, lease, transfer or other disposition of, agreement to sell, lease, transfer or other disposition or option or right with respect to any property, assets or Capital Stock Equity Interests not otherwise prohibited under this Agreement and Agreement, or (viv) imposed pursuant to Permitted Liensdescribed on Schedule 6.5.