Common use of Restrictions on Subsidiary Distributions Clause in Contracts

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, the Term Loan Facility Documentation, the Senior Note Documents, any document with respect to any Incremental Equivalent Debt (as defined in the Term Loan Credit Agreement or any equivalent term under the Term Facility) and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (i) any subsidiary of the Lead Borrower to pay dividends or other distributions to the Lead Borrower or any Loan Party or (ii) any Restricted Subsidiary to make cash loans or advances to the Lead Borrower or any Loan Party, except: (a) in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (c), (m), (n), (p) (as it relates to Indebtedness in respect of clauses (a), (c), (m), (n), (q), (r), (u), (w), (x) and/or (y) of Section 6.01), (q), (r), (u), (w), (x) and/or (y) of Section 6.01; (b) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (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 (including 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 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 the Lead Borrower); (k) those arising under or as a result of applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit; (l) those arising in any Hedge Agreement and/or any agreement relating to any Banking Service Obligation; (m) in any agreement with respect to any NMTC Transaction; and/or (n) those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (m) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, the Term Loan Facility Documentation, the Senior Note Documents, any document with respect to any “Incremental Equivalent Debt Debt” (as defined in the Term Loan Credit Agreement or any equivalent term under the Term Facility) and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Lead Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (i) any subsidiary of the Lead Borrower to pay dividends or other distributions to the Lead Borrower or any Loan Party or (ii) any Restricted Subsidiary to make cash loans or advances to the Lead Borrower or any Loan Party, except: (a) in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (cci), (j), (m), (n), (p) (as it relates to Indebtedness in respect of clauses (a), (c), (m), (n),, (q), (r), (u), (w), (x) and/or (y) of Section 6.01), (q), (r), (u), (w), (x) and/or (yyz) of Section 6.01; (b) by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (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 (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition; (e) in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a 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, sale-leaseback agreements, stock sale agreements and other similar agreements; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereof; (j) those arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the 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 the Lead Borrower); (k) those arising under or as a result of applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit; (l) those arising in any Loan Document and/or any Loan Document (as defined in the Term Loan Credit Agreement), any Hedge Agreement and/or any agreement relating to any Banking Service ServiceServices Obligation; (m) any Indebtedness permitted under Section 6.01; provided that no such restrictions are, in the good faith judgment of the Lead Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in any Indebtedness existing on the Closing Date (including under this Agreement and the Term Loan Credit Agreement); (n) (m) in any agreement with respect to any NMTC Transaction; and/or (o) (n) those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (m( mo) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Lead Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, the Term Loan Facility Documentation, the Senior Note Documents, any document with respect to any Incremental Equivalent Debt (as defined in the Term Loan Credit Agreement or any equivalent term under the Term Facility) and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (i) any subsidiary of the Lead Borrower to pay dividends or other distributions to the Lead Borrower or any Loan Party or (ii) any Restricted Subsidiary to make cash loans or advances to the Lead Borrower or any Loan Party, except: (a) in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (c), (m), (n), (p) (as it relates to Indebtedness in respect of clauses (a), (c), (m), (n), (q), (r), (u), (w), (x) and/or (y) of Section 6.01), (q), (r), (u), (w), (x) and/or (y) of Section 6.01; (b) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (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 (including 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;; |NY\7652510.20US-DOCS\114316435.10|| (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 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 the Lead Borrower); (k) those arising under or as a result of applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit; (l) those arising in any Hedge Agreement and/or any agreement relating to any Banking Service Obligation; (m) in any agreement with respect to any NMTC Transaction; and/or (n) those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (m) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, the Term Loan Facility Documentation, the Senior Note Documents, any document with respect to any “Incremental Equivalent Debt Debt” (as defined in the Term Loan Credit Agreement or any equivalent term under the Term Facilityherein) and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (i) any subsidiary of the Lead Borrower to pay dividends or other distributions to the Lead Borrower or any Loan Party Subsidiary Guarantor or (ii) any Restricted Subsidiary to make cash loans or advances to the Lead Borrower or any Loan PartySubsidiary Guarantor, except: (a) in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (cj), (m), (n), (p) (as it relates to Indebtedness in respect of clauses (a), (c), (m), (n), (q), (r), (u), (w), (x) and/or (y) of Section 6.01), (q), (r), (u), (w), (x) and/or (yz) of Section 6.01; (b) by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (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 (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition; (e) in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a 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, sale-leaseback agreements, stock sale agreements and other similar agreements; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Third Amendment Effective Date and not created in contemplation thereof; (j) those arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Third Amendment Effective Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Lead Borrower); (k) those arising under or as a result of applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit; (l) those arising in any Loan Document and/or any Loan Document (as defined in the ABL Credit Agreement), any Hedge Agreement and/or any agreement relating to any Banking Service Services Obligation; (m) any Indebtedness permitted under Section 6.01; provided that no such restrictions are, in any agreement the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in any NMTC TransactionIndebtedness existing on the Third Amendment Effective Date (including under this Agreement and the ABL Credit Agreement); and/or (n) those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (m) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, the Term Loan Facility Documentation, the Senior Note Documentsany ABL Facility, any document with respect to any Incremental Equivalent Debt (as defined in the Term Loan Credit Agreement or any equivalent term under the Term Facility) Debt, and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability payment of (i) any subsidiary of the Lead Borrower to pay dividends or other distributions to or the Lead Borrower making of cash loans or any Loan Party or (ii) advances by any Restricted Subsidiary to make cash loans or advances to the Lead Borrower or any Loan Party, exceptexcept restrictions: (a) set forth in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (cj), (m), (n), (p) (as it relates to Indebtedness in respect of clauses (a), (cj), (mo), (np), (q), (r), (u), (w), (xs) and/or (yw) of Section 6.01) (o), (q), (r), (u), (w), (xs) and/or (yw) of Section 6.01; (b) by reason of arising under customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (d) that are 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 (including 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) set forth 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) set forth 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 thereofDate; (j) those arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant such restrictions, taken as a whole, are not materially 123 less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Lead Borrower); (k) those arising under or as a result of applicable law, rule, regulation or order Requirements of Law or the terms of any license, authorization, concession or permit; (l) those arising in any Hedge Agreement and/or any agreement relating to any Banking Service ObligationServices Obligation and/or Banking Services Obligation (as defined in the ABL Credit Agreement (or any equivalent term under any ABL Facility)); (m) relating to any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which is imposed pursuant to an agreement entered into in connection with any Disposition of such asset (or assets) and/or all or a portion of the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement; (n) set forth in any agreement with respect relating to any NMTC TransactionPermitted Lien that limits the right of the Borrower or any Restricted Subsidiary to Dispose of or encumber the assets subject thereto; and/or (no) those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (mn) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, no more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, the Term Loan Facility Documentation, the Senior Note Documents, any document with respect to any “Incremental Equivalent Debt Debt” (as defined in the Term Loan Credit Agreement or any equivalent term under the Term Facilityherein) and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (i) any subsidiary of the Lead Borrower to pay dividends or other distributions to the Lead Borrower or any Loan Party Subsidiary Guarantor or (ii) any Restricted Subsidiary to make cash loans or advances to the Lead Borrower or any Loan PartySubsidiary Guarantor, except: (a) in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (cj), (m), (n), (p) (as it relates to Indebtedness in respect of clauses (a), (c), (m), (n), (q), (r), (u), (w), (x) and/or (y) of Section 6.01), (q), (r), (u), (w), (x) and/or (yz) of Section 6.01; (b) by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (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 (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition; (e) in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other 129590608_2#96809902v9 distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a 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, sale-leaseback agreements, stock sale agreements and other similar agreements; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Third Amendment Effective Date and not created in contemplation thereof; (j) those arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Third Amendment Effective Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Lead Borrower); (k) those arising under or as a result of applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit; (l) those arising in any Loan Document and/or any Loan Document (as defined in the ABL Credit Agreement), any Hedge Agreement and/or any agreement relating to any Banking Service Services Obligation; (m) any Indebtedness permitted under Section 6.01; provided that no such restrictions are, in any agreement the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in any NMTC TransactionIndebtedness existing on the Third Amendment Effective Date (including under this Agreement and the ABL Credit Agreement); and/or (n) those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (m) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, the Term Loan First Lien Facility Documentation, the Senior Note Documents, any document with respect to any “Incremental Equivalent Debt Debt” (as defined in the Term Loan First Lien Credit Agreement or any equivalent term under the Term First Lien Facility) and/or in agreements with respect to refinancings, renewals or replacements of such #94513555v35 Indebtedness that are permitted by Section 6.01, the Lead Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (i) any subsidiary of the Lead Borrower to pay dividends or other distributions to the Lead Borrower or any Loan Party Subsidiary Guarantor or (ii) any Restricted Subsidiary to make cash loans or advances to the Lead Borrower or any Loan PartySubsidiary Guarantor, except: (a) in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (cj), (m), (n), (p) (as it relates to Indebtedness in respect of clauses (a), (c), (m), (n), (q), (r), (u), (w), (x) and/or (y) of Section 6.01), (q), (r), (u), (w), (x) and/or (y) of Section 6.01; (b) by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (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 (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition; (e) in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a 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, sale-leaseback agreements, stock sale agreements and other similar agreements; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Second Amendment Effective Date and not created in contemplation thereof; (j) those arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Second Amendment Effective Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Lead Borrower); (k) those arising under or as a result of applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit;; #94513555v35 (l) those arising in any Loan Document and/or any Loan Document (each as defined in the First Lien Credit Agreement), any Hedge Agreement and/or any agreement relating to any Banking Service Services Obligation; (m) any Indebtedness permitted under Section 6.01; provided that no such restrictions are, in any agreement the good faith judgment of the Lead Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in any NMTC TransactionIndebtedness existing on the Second Amendment Effective Date (including under this Agreement and the First Lien Credit Agreement); and/or (n) those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (m) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Lead Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, the Term no Loan Facility Documentation, the Senior Note Documents, any document with respect to any Incremental Equivalent Debt (as defined in the Term Loan Credit Agreement or any equivalent term under the Term Facility) and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall notParty shall, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability payment of (i) any subsidiary of the Lead Borrower to pay dividends or other distributions or the making of Cash loans or advances by any Subsidiary to the Lead any Borrower or any other Loan Party or (ii) that is a Subsidiary of any Restricted Subsidiary to make cash loans or advances to the Lead Borrower or any Loan PartyBorrower, except: (a) in any agreement evidencing (ix) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.017.01, (iiy) Indebtedness permitted by Section 6.01 7.01 that is secured by a Permitted Lien if the relevant such encumbrance or restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iiiz) Indebtedness permitted pursuant to clauses (cl), (m), (n), (po) (as it relates to Indebtedness in respect of clauses (a), (cp), (m), (n), (q), (rs), (u) and (x) of Section 7.01), (wp), (x) and/or (y) of Section 6.01), (q), (rs), (u), (w), ) and (x) and/or (y) of Section 6.017.01; (b) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (d) assumed in connection with any an acquisition of property or the Capital Stock of any Person, so long as the relevant such encumbrance or restriction relates solely to the Person and its subsidiaries Subsidiaries (including the Capital Stock of the relevant Person or Personssuch Person) and/or property so acquired and was not created in connection with or in anticipation of such acquisition; (e) in any agreement for any the Disposition of any Restricted a 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 that 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 agreementsagreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (h) on Cash, Cash or other deposits or net worth or similar restrictions imposed by any Person Persons under any contract contracts entered into in the ordinary course of business or for whose benefit such Cash, Cash or 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 thereoflisted on Schedule 7.05; (j) those arising pursuant to an agreement customary net worth 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 similar provisions contained in this Agreementleases, taken contracts or other documents entered into by the Borrowers or any Subsidiary so long as a whole (as the Borrowers or such Subsidiary has determined in good faith by that such net worth or similar provisions could not reasonably be expected to impair the Lead Borrower)ability of the Borrowers or such Subsidiary to meet its ongoing obligations; (kA) those arising under or as a result of applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit; permit and (lB) those arising in any Hedge Agreement and/or or any agreement relating to any Banking Service Obligation;Cash Management Obligation or obligations of the type set forth in Section 7.01(e); and (ml) restrictions of the types referred to in any agreement with respect to any NMTC Transaction; and/or (n) those the first paragraph of this Section 7.05 above imposed by any amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing refinancings of any contractthe contracts, instrument instruments or obligation obligations referred to in clauses (a) through (mk) above; provided that no such amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing isrefinancings are, in the good faith judgment of the BorrowerBorrower Representative, no more restrictive with respect to such restrictions, restrictions taken as a whole, whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Notes Document, the Term Loan Facility Documentation, the Senior Note Documents, any document with respect to any Incremental Equivalent Debt (as defined in the Term Loan ABL Credit Agreement Agreement, in agreements governing Indebtedness permitted under Section 4.03(w), or any equivalent term under the Term Facility) and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.014.03, so long as such refinancing, renewal or replacement does not expand the Borrower shall notscope of such contractual obligation, none of the Issuer, any other Parent Company and the other Guarantors shall, nor shall it they permit any of its their Restricted Subsidiaries to, enter into create or otherwise cause or suffer to exist or become effective any agreement restricting consensual encumbrance or restriction of any kind on the ability of (i) any subsidiary Restricted Subsidiary of the Lead Borrower to Issuer to: (a) pay dividends or make any other distributions to the Lead Borrower on any of such Restricted Subsidiary’s Capital Stock owned by any Notes Party or any Loan Party other Restricted Subsidiary; (b) repay or (ii) prepay any Indebtedness owed by such Restricted Subsidiary to the Issuer or any Restricted Subsidiary; (c) make cash loans or advances to the Lead Borrower Issuer or any Loan Party, exceptRestricted Subsidiary of the Issuer; or (d) transfer any of its property or assets to the Issuer or any Restricted Subsidiary other than restrictions: (ai) in any agreement evidencing (ix) Indebtedness of a Restricted Subsidiary that is not other than a Loan Notes Party permitted by Section 6.014.03, (iiy) Indebtedness permitted by Section 6.01 4.03 that is secured by a Permitted Lien if the relevant restriction applies such encumbrances or restrictions apply only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iiiz) Indebtedness permitted pursuant to clauses (c), (m), (n), (p) (as it relates to Indebtedness in respect of clauses (aq), (c), r) and (m), (nw) of Section 4.03), (q), (r), (u), ) and (w), (x) and/or (y) of Section 6.01), (q), (r), (u), (w), (x) and/or (y) of Section 6.014.03; (bii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (ciii) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, of any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this AgreementIndenture; (div) assumed in connection with any an acquisition of property or the Capital Stock of any Personnew Restricted Subsidiaries, so long as the relevant such encumbrance or restriction relates solely to the Person and its subsidiaries (including 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; (ev) in any agreement for any Disposition the sale or other disposition of any a 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 that Restricted Subsidiary pending such Dispositionthe sale or other disposition; (fvi) 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; (gvii) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreementsagreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (hviii) on Cash, Cash or other deposits or net worth or similar restrictions imposed by any Person customers under any contract contracts entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions existbusiness; (iix) set forth in documents which exist on the Closing Date and not created in contemplation thereof;Issue Date; and (jx) those arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after of 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 the Lead Borrower); (k) those arising under or as a result of applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit; (l) those arising in any Hedge Agreement and/or any agreement relating to any Banking Service Obligation; (m) in any agreement with respect to any NMTC Transaction; and/or (n) those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation types referred to in clauses (a) through (md) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (ix) above; provided that no such amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing isrefinancings are, in the good faith judgment of the Parent Borrower, no more restrictive with respect to such restrictions, restrictions taken as a whole, whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, the Term Loan Facility Documentation, the Senior Note Documents, any document with respect to any “Incremental Equivalent Debt Debt” (as defined in the Term Loan Credit Agreement or any equivalent term under the Term Facilityherein) and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into or cause to exist any agreement restricting the ability of (i) any subsidiary of the Lead Borrower to pay dividends or other distributions to the Lead Borrower or any Loan Party Subsidiary Guarantor or (ii) any Restricted Subsidiary to make cash loans or advances to the Lead Borrower or any Loan PartySubsidiary Guarantor, except: (a) in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iii) Indebtedness permitted pursuant to clauses (cj), (m), (n), (p) (as it relates to Indebtedness in respect of clauses (a), (c), (m), (n), (q), (r), (u), (w), (x), (y) and/or (y) of Section 6.01), (q), (r), (u), (w), (x) and/or (yaa) of Section 6.01; (b) by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (c) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (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 (including the Capital Stock of the relevant Person or Persons) and/or property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with or in anticipation of such acquisition; (e) in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Disposition; (f) in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a 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, sale-leaseback agreements, stock sale agreements and other similar agreements; (h) on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist; (i) set forth in documents which exist on the Closing Date and not created in contemplation thereof; (j) those arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the 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 the Lead Borrower); (k) those arising under or as a result of applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit; (l) those arising in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Service Services Obligation; (m) any Indebtedness permitted under Section 6.01; provided that no such restrictions are, in any agreement the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in any NMTC TransactionIndebtedness existing on the Closing Date; and/or (n) those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation referred to in clauses (a) through (m) above; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, the Term Loan Facility Documentation, the Senior Note Documents, any document with respect to any Incremental Equivalent Debt (as defined in the Term Loan Credit Agreement Second Lien Notes Indenture, in agreements governing Indebtedness permitted under Section 6.01(w), or any equivalent term under the Term Facility) and/or in agreements with respect to refinancings, renewals or replacements of such Indebtedness that are permitted by Section 6.01, so long as such refinancing, renewal or replacement does not expand the Borrower shall notscope of such contractual obligation, none of the Parent Companies, the Borrowers or the Subsidiary Guarantors shall, nor shall it they permit any of its Restricted the Subsidiaries to, enter into create or otherwise cause or suffer to exist or become effective any agreement restricting consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Ultimate Parent to: (ia) any subsidiary of the Lead Borrower to pay dividends or make any other distributions to the Lead Borrower or on any of such Subsidiary’s Capital Stock owned by any Loan Party or any other Subsidiary; (iib) repay or prepay any Restricted Indebtedness owed by such Subsidiary to Ultimate Parent, Holdings, any Borrower or any other Subsidiary; (c) make cash loans or advances to the Lead Ultimate Parent, Holdings, any Borrower or any Loan Partyother Subsidiary of the Borrower Agent; or (d) transfer any of its property or assets to Ultimate Parent, exceptHoldings, any Borrower or any other Subsidiary other than restrictions: (ai) in any agreement evidencing (ix) Indebtedness of a Restricted Subsidiary that is not other than a Loan Party permitted by Section 6.01, (iiy) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies such encumbrances or restrictions apply only to the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness and (iiiz) Indebtedness permitted pursuant to clauses (c), (m), (n), (p) (as it relates to Indebtedness in respect of clauses (a), (c), (m), (n), (q), (r), (u), ) and (w), (x) and/or (y) of Section 6.01), (q), (r), (u), ) and (w), (x) and/or (y) of Section 6.01; (bii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business; (ciii) that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, of any option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (div) assumed in connection with any an acquisition of property or the Capital Stock of any Personnew Subsidiaries, so long as the relevant such encumbrance or restriction relates solely to the Person and its subsidiaries (including 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; (ev) in any agreement for any Disposition the sale or other disposition of any Restricted a Subsidiary (or all or substantially all of the property and/or assets thereof) that restricts distributions by that Subsidiary pending the payment of dividends sale or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending such Dispositiondisposition; (fvi) 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; (gvii) imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreementsagreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (hviii) on Cash, Cash or other deposits or net worth or similar restrictions imposed by any Person customers under any contract contracts entered into in the ordinary course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions existbusiness; (iix) set forth in documents which exist on the Closing Date and not created in contemplation thereof;are listed on Schedule 6.06 hereto; and (jx) those arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after of 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 the Lead Borrower); (k) those arising under or as a result of applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit; (l) those arising in any Hedge Agreement and/or any agreement relating to any Banking Service Obligation; (m) in any agreement with respect to any NMTC Transaction; and/or (n) those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of any contract, instrument or obligation types referred to in clauses (a) through (md) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (ix) above; provided that no such amendmentamendments, modificationmodifications, restatementrestatements, renewalrenewals, increaseincreases, supplementsupplements, refundingrefundings, replacement replacements or refinancing isrefinancings are, in the good faith judgment of the BorrowerBorrower Agent, no more restrictive with respect to such restrictions, restrictions taken as a whole, whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.