Common use of Payment Restrictions Affecting Subsidiaries Clause in Contracts

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or allow to exist, or allow any Subsidiary to enter into or allow to exist, any agreement or arrangement prohibiting or conditioning the ability of the Borrower or any such Subsidiary to (i) create or assume any Lien upon any of its property or assets, (ii) pay dividends to, or repay or prepay any Debt owed to, any Loan Party, (iii) make loans or advances to, or other investments in, any Loan Party, or (iv) transfer any of its assets to any Loan Party, other than (A) any such agreement with or in favor of the Administrative Agent or the Lenders; (B) in connection with (1) any agreement evidencing any Liens permitted pursuant to Section 5.02(a)(iii), (v), (vi), (vii) or (viii) (so long as (x) in the case of agreements evidencing Liens permitted under Section 5.02(a)(iii), such prohibitions or conditions are customary for such Liens and the obligations they secure and (y) in the case of agreements evidencing Liens permitted under Section 5.02(a)(v), (vi), (vii) or (viii), such prohibitions or conditions relate solely to the assets that are the subject of such Liens) or (2) any Debt permitted to be incurred under Sections 5.02(b)(ii), (vi), (vii), or (viii) above (so long as (x) in the case of agreements evidencing Debt permitted under Section 5.02(b)(vi), such prohibitions or conditions are customary for such Debt and (y) in the case of agreements evidencing Debt permitted under Section 5.02(b)(vii) or (viii), such prohibitions or conditions are limited to the assets securing such Debt); (C) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract of similar property or assets; (D) any restriction or encumbrance imposed pursuant to an agreement that has been entered into by the Borrower or any Subsidiary for the disposition of any of its property or assets so long as such disposition is otherwise permitted under the Loan Documents; (E) any such agreement imposed in connection with consignment agreements entered into in the ordinary course of business; (F) any agreement in existence on the Petition Date; (G) any agreement in existence at the time a Subsidiary is acquired so long as such agreement was not entered into in contemplation of such acquisition; (H) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; and (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter Enter into or allow to exist, or allow any Material Subsidiary to enter into or allow to exist, any agreement or arrangement prohibiting or conditioning the ability of the Borrower or any such Subsidiary to (i) create or assume any Lien lien upon any of its property or assets, (ii) pay make dividends to, or repay or prepay pay any Debt indebtedness owed to, any Loan Party, (iii) make loans or advances to, or other investments in, any Loan Party, or (iv) transfer any of its assets to any Loan Party, Party other than (A) any such agreement with or in favor of the Administrative Agent or the Lenders; (B) in connection with (1) any agreement evidencing any Liens permitted pursuant to Section 5.02(a)(iii), (v), (vi), (vii) or (viiivii) (so long as (x) in the case of agreements evidencing Liens permitted under Section 5.02(a)(iii(a)(iii), such prohibitions or conditions are customary for such Liens and the obligations they secure and (y) in the case of agreements evidencing Liens permitted under Section 5.02(a)(v), (vi), (viia)(v) or (viiivii), such prohibitions or conditions relate solely to the assets that are the subject of such Liens) or (2) any Debt Indebtedness permitted to be incurred under Sections 5.02(b)(ii), (vi5.02(b)(vi), (vii), or (viii) above (so long as (x) in the case of agreements evidencing Debt Indebtedness permitted under Section 5.02(b)(vi), such prohibitions or conditions are customary for such Debt Indebtedness and (y) in the case of agreements evidencing Debt Indebtedness permitted under Section 5.02(b)(vii) or (viii), such prohibitions or conditions are limited to the assets securing such Debt)Indebtedness; (C) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract of similar property or assets; (D) any restriction or encumbrance imposed pursuant to an agreement that has been entered into by the Borrower or any Subsidiary for the disposition of any of its property or assets so long as such disposition is otherwise permitted under the Loan Documents; (E) any such agreement imposed in connection with consignment agreements entered into in the ordinary course of business; (F) customary anti-assignment provisions contained in any agreement entered into in the ordinary course of business; (G) any agreement in existence on the Petition Date and any assumption of any such agreement permitted hereunder so long as the terms or provisions in connection with any such assumption relating to liens are no more restrictive than the agreement in effect on the Petition Date; (GH) any agreement in existence at the time a Subsidiary is acquired so long as such agreement was not entered into in contemplation of such acquisition; (H) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; and (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of businesssuch encumbrances or restrictions required by applicable law.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or allow to exist, or allow any Subsidiary to enter into or allow to exist, any agreement or arrangement prohibiting or conditioning the ability of the Borrower Company or any such Subsidiary to (i) create or assume any Lien upon any of its property or assets, (ii) pay dividends to, or repay or prepay any Debt owed to, any Loan Party, (iii) make loans or advances to, or other investments in, any Loan Party, or (iv) transfer any of its assets to any Loan Party, other than (A) any such agreement with or in favor of the Administrative Agent or the Lenders; (B) in connection with (1) any agreement evidencing any Liens (or the underlying obligations secured by such Liens) permitted pursuant to Section 5.02(a)(iii), (iv), (v), (vi), (vii), (viii), (xi), (xii), (xv) or (viiixvi) (so long as (x) in the case of agreements evidencing Liens (or the underlying obligations secured by such Liens) permitted under Section 5.02(a)(iii) or (xii), such prohibitions or conditions are customary for such Liens and the obligations they secure and (y) in the case of agreements evidencing Liens (or the underlying obligations secured by such Liens) permitted under Section 5.02(a)(v), (vi), (vii), (viii), (xi) or (viiixvi), such prohibitions or conditions relate solely to the assets that are the subject of such LiensLiens or in the case of clause (vi), the assets of Foreign Subsidiaries) or (2) any Debt permitted to be incurred under Sections 5.02(b)(ii), (vi), (vii), (viii), (x), (xi), (xii), (xiii) or (viiixiv) above (so long as (x) in the case of agreements evidencing Debt permitted under Section 5.02(b)(vi5.02(b)(ii)(B), such prohibitions or conditions are customary for such Debt and (y) in the case of agreements evidencing Debt permitted under Section 5.02(b)(viivii), (x), (xi) or (viiixiv), such prohibitions or conditions are limited to the assets securing such DebtDebt or in the case of clause (x), the assets of Foreign Subsidiaries); (C) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract of similar property or assets; (D) any restriction or encumbrance imposed pursuant to an agreement that has been entered into by the Borrower Company or any Subsidiary for the disposition of any of its property or assets so long as such disposition is otherwise permitted under the Loan Documents; (E) any such agreement imposed in connection with consignment agreements entered into in the ordinary course of business; (F) any agreement in existence on the Petition Effective Date; (G) any agreement in existence at the time a Subsidiary is acquired so long as such agreement was not entered into in contemplation of such acquisition; (H) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; and (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; and (J) the definitive agreements entered into with respect to the Senior Notes and the Term Facility.

Payment Restrictions Affecting Subsidiaries. Directly or indirectlyExcept as provided herein, enter into or allow to exist, or allow any Subsidiary to enter into or allow to exist, any agreement or arrangement prohibiting or conditioning the ability of the any Borrower or any such Subsidiary to (i) create or assume any Lien upon any of its property or assets, (ii) pay make dividends to, or repay or prepay pay any Debt indebtedness owed to, any Loan Party, (iii) make loans or advances to, or other investments Investments in, any Loan Party, or (iv) transfer any of its assets to any Loan Party, Party other than (AA)(1) any such agreement with or in favor of the Administrative Primary Collateral Agent or (2) the LendersRevolving Facility Loan Documents; (B) in connection with (1) any agreement evidencing any Liens permitted pursuant to Section 5.02(a)(iii), (v), (vi), (vii) or (viii5.02(a)(v) (so long as (x) in the case of agreements evidencing Liens permitted under Section 5.02(a)(iii), such prohibitions or conditions are customary for such Liens and the obligations they secure and (y) in the case of agreements evidencing Liens permitted under Section 5.02(a)(v), (vi), (vii) or (viii), such prohibitions or conditions relate solely to the assets that are the subject of such Liens) or (2) any Debt permitted to be incurred under Sections 5.02(b)(ii), (vi), 5.02(b)(vi) and (vii), or (viii) above (so long as (x) in the case of agreements evidencing Debt permitted under Section 5.02(b)(vi), such prohibitions or conditions are customary for such Debt and (y) in the case of agreements evidencing Debt permitted under Section 5.02(b)(vii) or (viiivii), such prohibitions or conditions are limited to the assets securing such Debt); (C) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract of similar property or assets; (D) any restriction or encumbrance imposed pursuant to an agreement that has been entered into by the any Borrower or any Subsidiary for the disposition of any of its property or assets so long as such disposition is otherwise permitted under the Loan Documents; (E) any such agreement imposed in connection with consignment agreements entered into in the ordinary course of business; (F) customary anti-assignment provisions contained in any agreement entered into in the ordinary course of business; (G) any agreement in existence on the Petition Closing Date and any assumption of any such agreement permitted hereunder so long as the terms or provisions in connection with any such assumption relating to liens are no more restrictive than the agreement in effect on the Closing Date; (GH) any agreement in existence at the time a Subsidiary is acquired so long as such agreement was not entered into in contemplation of such acquisition; (H) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; and (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of businesssuch encumbrances or restrictions required by applicable law.

Payment Restrictions Affecting Subsidiaries. Directly or ------------------------------------------- indirectly, enter into or allow suffer to exist, or allow permit any Subsidiary of its Subsidiaries to enter into or allow suffer to exist, any agreement or arrangement prohibiting or conditioning limiting the ability of the Borrower or any such Subsidiary to (i) create or assume any Lien upon any of its property Subsidiaries to declare or assets, (ii) pay dividends to, or other distributions in respect of its Equity Interests or repay or prepay any Debt owed to, any Loan Party, (iii) make loans or advances to, or other investments otherwise transfer assets to or invest in, any Loan Party, or (iv) transfer any of its assets to any Loan Party, other than (A) any such agreement with or in favor of the Administrative Agent or the Lenders; (B) in connection with (1) any agreement evidencing any Liens permitted pursuant to Section 5.02(a)(iii), (v), (vi), (vii) or (viii) (so long as (x) in the case of agreements evidencing Liens permitted under Section 5.02(a)(iii), such prohibitions or conditions are customary for such Liens and the obligations they secure and (y) in the case of agreements evidencing Liens permitted under Section 5.02(a)(v), (vi), (vii) or (viii), such prohibitions or conditions relate solely to the assets that are the subject of such Liens) or (2) any Debt permitted to be incurred under Sections 5.02(b)(ii), (vi), (vii), or (viii) above (so long as (x) in the case of agreements evidencing Debt permitted under Section 5.02(b)(vi), such prohibitions or conditions are customary for such Debt and (y) in the case of agreements evidencing Debt permitted under Section 5.02(b)(vii) or (viii), such prohibitions or conditions are limited to the assets securing such Debt); (C) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract of similar property or assets; (D) any restriction or encumbrance imposed pursuant to an agreement that has been entered into by the Borrower or any Subsidiary for of the disposition of any of its property Borrower (whether through a covenant restricting dividends, loans, asset transfers or assets so long as such disposition is otherwise permitted under investments, a financial covenant or otherwise), except (i) the Loan Documents; , (Eii) any such agreement imposed restrictions on Subsidiaries formed in connection with consignment agreements entered into Permitted Foreign Receivables Purchase Transactions permitted under Section 5.02(b)(iii)(F) and Permitted Domestic Receivables Purchase Transactions permitted under Section 5.02(b)(iii)(J) contained in the ordinary course of business; documentation for such Transactions, (F) any agreement in existence on the Petition Date; (G) any agreement in existence at the time a Subsidiary is acquired so long as such agreement was not entered into in contemplation of such acquisition; (Hiii) restrictions on cash the declaration or payment or other deposits imposed by customers distributions in respect of such Equity Interests contained in documentation for any Capital Markets Transaction permitted under contracts entered into Section 5.02(b)(i)(C) provided such restrictions do not prohibit any actions expressly permitted hereunder, (iv) restrictions on the foregoing (other than restrictions of the type set forth in the ordinary course of business; clause (iii)), if any, contained in documentation for any Capital Markets Transaction permitted under Section 5.02(b)(i)(C) provided that any such restrictions shall be deemed to be included herein as if set forth in this Agreement, and (Iv) customary provisions restricting assignment restrictions on the transfer of any agreement entered into in the ordinary course property subject to Equipment Financing Transactions permitted under Section 5.02(b)(iii)(H), Real Estate Financing Transactions permitted under Section 5.02(b)(iii)(G) and dispositions of businessaccounts receivable permitted under Section 5.02(e)(xiv).

Payment Restrictions Affecting Subsidiaries. Directly or indirectlyExcept as provided herein, enter into or allow to exist, or allow any Subsidiary to enter into or allow to exist, any agreement or arrangement prohibiting or conditioning the ability of the any Borrower or any such Subsidiary to (i) create or assume any Lien upon any of its property or assets, (ii) pay make dividends to, or repay or prepay pay any Debt indebtedness owed to, any Loan Party, (iii) make loans or advances to, or other investments Investments in, any Loan Party, or (iv) transfer any of its assets to any Loan Party, Party other than (AA)(1) any such agreement with or in favor of the Administrative Applicable Collateral Agent or (2) the LendersTerm Loan Documents; (B) in connection with (1) any agreement evidencing any Liens permitted pursuant to Section 5.02(a)(iii), (v), (vi), (vii) or (viii5.02(a)(v) (so long as (x) in the case of agreements evidencing Liens permitted under Section 5.02(a)(iii), such prohibitions or conditions are customary for such Liens and the obligations they secure and (y) in the case of agreements evidencing Liens permitted under Section 5.02(a)(v), (vi), (vii) or (viii), such prohibitions or conditions relate solely to the assets that are the subject of such Liens) or (2) any Debt permitted to be incurred under Sections 5.02(b)(ii), (vi), 5.02(b)(vi) and (vii), or (viii) above (so long as (x) in the case of agreements evidencing Debt permitted under Section 5.02(b)(vi), such prohibitions or conditions are customary for such Debt and (y) in the case of agreements evidencing Debt permitted under Section 5.02(b)(vii) or (viiivii), such prohibitions or conditions are limited to the assets securing such Debt); (C) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract of similar property or assets; (D) any restriction or encumbrance imposed pursuant to an agreement that has been entered into by the any Borrower or any Subsidiary for the disposition of any of its property or assets so long as such disposition is otherwise permitted under the Loan Documents; (E) any such agreement imposed in connection with consignment agreements entered into in the ordinary course of business; (F) customary anti-assignment provisions contained in any agreement entered into in the ordinary course of business; (G) any agreement in existence on the Petition Closing Date and any assumption of any such agreement permitted hereunder so long as the terms or provisions in connection with any such assumption relating to liens are no more restrictive than the agreement in effect on the Closing Date; (GH) any agreement in existence at the time a Subsidiary is acquired so long as such agreement was not entered into in contemplation of such acquisition; (H) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; and (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of businesssuch encumbrances or restrictions required by applicable law.

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or allow to exist, or allow any Restricted Subsidiary to enter into or allow to exist, any agreement or arrangement prohibiting or conditioning the ability of the Borrower Company or any such Restricted Subsidiary to (i) create or assume any Lien upon any of its property or assets, (ii) pay dividends to, or repay or prepay any Debt owed to, any Loan Party, (iii) make loans or advances to, or other investments in, any Loan Party, or (iv) transfer any of its assets to any Loan Party, other than (A) any such agreement with or in favor of the Administrative Agent Agents or the Lenders; (B) in connection with (1) any agreement evidencing any Liens (or the underlying obligations secured by such Liens) permitted pursuant to Section 5.02(a)(iii), (iv), (v), (vi), (vii), (viii), (xi), (xii), (xv) or (viiixvi) (so long as (x) in the case of agreements evidencing Liens (or the underlying obligations secured by such Liens) permitted under Section 5.02(a)(iii) or (xii), such prohibitions or conditions are customary for such Liens and the obligations they secure and (y) in the case of agreements evidencing Liens (or the underlying obligations secured by such Liens) permitted under Section 5.02(a)(v), (vi), (vii), (viii), (xi) or (viiixvi), such prohibitions or conditions relate solely to the assets that are the subject of such LiensLiens or in the case of clause (vi), the assets of Foreign Subsidiaries) or (2) any Debt permitted to be incurred under Sections 5.02(b)(ii), (vi), (vii), (viii), (x), (xi), (xii), (xiii) or (viiixiv) above (so long as (x) in the case of agreements evidencing Debt permitted under Section 5.02(b)(vi5.02(b)(ii)(B), such prohibitions or conditions are customary for such Debt and (y) in the case of agreements evidencing Debt permitted under Section 5.02(b)(viivii), (x), (xi) or (viiixiv), such prohibitions or conditions are limited to the assets securing such DebtDebt or in the case of clause (x), the assets of Foreign Subsidiaries); (C) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract of similar property or assets; (D) any restriction or encumbrance imposed pursuant to an agreement that has been entered into by the Borrower Company or any Restricted Subsidiary for the disposition of any of its property or assets so long as such disposition is otherwise permitted under the Loan Documents; (E) any such agreement imposed in connection with consignment agreements entered into in the ordinary course of business; (F) any agreement in existence on the Petition Effective Date; (G) any agreement in existence at the time a Subsidiary is acquired so long as such agreement was not entered into in contemplation of such acquisition; (H) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; and (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business.; and (J) the definitive agreements entered into with respect to the Senior Notes and the Term Facility. 131 Chemtura (Revolving Facility) Credit Agreement

Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or allow to exist, or allow any Restricted Subsidiary to enter into or allow to exist, any agreement or arrangement prohibiting or conditioning the ability of the Borrower or any such Restricted Subsidiary to (i) create or assume any Lien upon any of its property or assets, (ii) pay dividends to, or repay or prepay any Debt owed to, any Loan Party, (iii) make loans or advances to, or other investments in, any Loan Party, or (iv) transfer any of its assets to any Loan Party, other than (A) any such agreement with or in favor of the Administrative Agent or the Lenders; (B) in connection with (1) any agreement evidencing any Liens (or the underlying obligations secured by such Liens) permitted pursuant to Section 5.02(a)(iii), (v), (vi), (vii), (viii), (xi), (xii) or (viiixv) (so long as (x) in the case of agreements evidencing Liens (or underlying obligations secured by such Liens) permitted under Section 5.02(a)(iii) or (xii), such prohibitions or conditions are customary for such Liens and the obligations they secure and (y) in the case of agreements evidencing Liens (or underlying obligations secured by such Liens) permitted under Section 5.02(a)(v), (vi), (vii) or ), (viii), (xi) or (xv) such prohibitions or conditions relate solely to the assets that are the subject of such LiensLiens or in the case of clause (vi), the assets of Foreign Subsidiaries) or (2) any Debt permitted to be incurred under Sections 5.02(b)(ii), (vi), (vii), (viii), (x), (xi) or (viiixiv) above (so long as (x) in the case of agreements evidencing Debt permitted under Section 5.02(b)(vi5.02(b)(ii)(B), (vi), (x), (xi) or (xiv), such prohibitions or conditions are customary for such Debt and (y) in the case of agreements evidencing Debt permitted under Section 5.02(b)(vii) or (viii), such prohibitions or conditions are limited to the assets securing such Debt); (C) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract of similar property or assets; (D) any restriction or encumbrance imposed pursuant to an agreement that has been entered into by the Borrower or any Restricted Subsidiary for the disposition of any of its property or assets so long as such disposition is otherwise permitted under the Loan Documents; (E) any such agreement imposed in connection with consignment agreements entered into in the ordinary course of business; (F) any agreement in existence on the Petition Funding Date; (G) any agreement in existence at the time a Subsidiary is acquired so long as such agreement was not entered into in contemplation of such acquisition; (H) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; and (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; and (J) the definitive agreements entered into with respect to the Senior Notes Indenture and the Revolving Facility.