Limitation on Certain Restrictions Affecting Subsidiaries. None of Borrower or any of its Restricted Subsidiaries shall, directly or indirectly, create any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (other than any Foreign Subsidiary or Immaterial Subsidiary) of Borrower to (a) pay dividends or make any other distributions on such Restricted Subsidiary’s Equity Interests or any other interest or participation in its profits owned by Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness or any other obligation owed to Borrower or any of its Restricted Subsidiaries, (b) make Investments in or to Borrower or any of its Restricted Subsidiaries, (c) transfer any of its Property to Borrower or any of its Restricted Subsidiaries or (d) in the case of any Guarantor, guarantee the Obligations hereunder or, in the case of any Credit Party, subject its portion of the Collateral to the Liens securing the Obligations in favor of the Secured Parties, except that each of the following shall be permitted: (i) any such encumbrances or restrictions existing under or by reason of (x) applicable Law (including any Gaming Law and any regulations, order or decrees of any Gaming Authority or other applicable Governmental Authority) or (y) the Credit Documents, (ii) restrictions on the transfer of Property, or the granting of Liens on Property, in each case, subject to Permitted Liens, (iii) customary restrictions on subletting or assignment of any lease or sublease governing a leasehold interest of any Company, (iv) restrictions on the transfer of any Property, or the granting of Liens on Property, subject to a contract with respect to an Asset Sale or other transfer, sale, conveyance or disposition permitted under this Agreement, (v) restrictions contained in the existing Indebtedness listed on Schedule 10.01 and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced, (vi) restrictions contained in Indebtedness of Persons acquired pursuant to, or assumed in connection with, Permitted Acquisitions or other Acquisitions not prohibited hereunder after the Closing Date and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and as determined by Borrower in good faith, are not materially more re...
Limitation on Certain Restrictions Affecting Subsidiaries. No --------------------------------------------------------- Company shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any direct or indirect encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on such Subsidiary's Equity Interests or any other interest or participation in its profits owned by any Company, or pay any Indebtedness or any other obligation owed to any Company, (b) make Investments in or to any Company, or (c) transfer any of its Property to any Company, except that each of ------ the following shall be permitted (i) any such encumbrances or restrictions existing on the Effective Date and described on Schedule 9.19 or existing under ------------- or by reason of (x) applicable Law, or (y) the Credit Documents, (ii) restrictions on the transfer of Property subject to a Permitted Lien permitted under Section 9.07, (iii) customary restrictions on subletting or assignment of any lease governing a leasehold interest of any Company, (iv) restrictions on the transfer of any Property subject to a Disposition permitted under this Agreement and (v) customary restrictions contained in any agreement or instrument evidencing or governing Indebtedness permitted under Section 9.08(h), which restrictions are applicable solely to the Foreign Subsidiary or Foreign Subsidiaries liable with respect to such Indebtedness.
Limitation on Certain Restrictions Affecting Subsidiaries. No Company (other than a Foreign Subsidiary) shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any direct or indirect encumbrance or restriction on the ability of such Company to (a) pay dividends or make any other distributions on such Company's Equity Interests or any other interest or participation in its profits owned by any other Company, or pay any Indebtedness or any other obligation owed to any other Company, (b) make Investments in or to any other Company, or (c) transfer any of its Property to any other Company. The foregoing shall not prohibit (i) any such encumbrances or restrictions existing under or by reason of (A) applicable law, (B) the Credit Documents, (C) the Subordinated Debt Documents or the Holdings Notes Indenture as in effect on the Closing Date, (D) any Permitted Refinancing of the Holdings Notes so long as such restriction in such Permitted Refinancing is not more disadvantageous to the Lenders or Borrower than the Holdings Notes Indenture as in effect on the Closing Date and (E) any agreement entered into by any Receivables Co. in connection with any Permitted Receivables Transaction, (ii) restrictions on the transfer of assets subject to a Permitted Lien, (iii) customary restrictions on subletting or assignment of any lease governing a leasehold interest of any Company, and (iv) with respect to restrictions described in clause (c) only, restrictions on the transfer of any Property subject to a Disposition permitted under this Agreement.
Limitation on Certain Restrictions Affecting Subsidiaries. No Company shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any direct or indirect encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on such Subsidiary's Equity Interests or any other interest or participation in its profits owned by any Company, or pay any Indebtedness or any other obligation owed to any Company, (b) make Investments in or to any Company, or (c) transfer any of its Property to any Company. The foregoing shall not prohibit (i) any such encumbrances or restrictions existing under or by reason of applicable law or the Credit Documents, the Bridge Loan Agreement, the Senior Indenture or the Senior Subordinated Indenture, or documents governing any Permitted Refinancing thereof, (ii) restrictions on the transfer of assets subject to a Lien permitted under Section 9.07, (iii) customary restrictions on subletting or assignment of any lease governing a leasehold interest of any Company, and (iv) restrictions on the transfer of any Property subject to a Disposition permitted under this Agreement.
Limitation on Certain Restrictions Affecting Subsidiaries. 48 SECTION 4.11
Limitation on Certain Restrictions Affecting Subsidiaries. No Company (other than a Foreign Subsidiary) shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any direct or indirect encumbrance or restriction on the ability of such Company to (a) pay dividends or make any other distributions on such Company's Equity Interests or any other interest or participation in its profits owned by any other Company, or pay any Indebtedness or any other obligation owed to any other Company, (b) make Investments in or to any other Company, or (c) transfer any of its Property to any other Company. The foregoing shall not prohibit (i) any such encumbrances or restrictions existing under or by reason of (A) applicable law, (B) the Credit Documents, (C) the Investor Debt Securities Documents as in effect on the date hereof, (D) the Existing Notes Indenture as in effect on the date hereof and (E) any Permitted Refinancing of the Investor Debt Securities Documents or the Existing Notes Indenture so long as such restriction in such Permitted Refinancing is not more disadvantageous to the Lenders or Borrower than the Investor Debt Securities Documents or Existing Notes Indenture, as applicable, as in effect on the date hereof, (ii) restrictions on the transfer of assets subject to a Lien permitted under Section 9.07, (iii) customary restrictions on subletting or assignment of any lease governing a leasehold interest of any Company, and (iv) with respect to restrictions described in clause (c) only, restrictions on the transfer of any Property subject to a Disposition permitted under this Agreement.
Limitation on Certain Restrictions Affecting Subsidiaries. No Company shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any direct or indirect encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on such Subsidiary's Equity Interests or any other interest or participation in its profits owned by any Company, or pay any Indebtedness or any other obligation owed to any Company, (b) make Investments in or to any Company, or (c) transfer any of its Property to any Company. The foregoing shall not prohibit (i) any such encumbrances or restrictions existing under or by reason of (x) applicable law, (y) the Credit Documents or (z) the Parent Financing Documents as in effect on the date hereof and any Permitted Refinancing thereof so long as such restriction in such Permitted Refinancing is not more disadvantageous to the Lenders or Borrower than the Parent Financing Documents as in effect on the date hereof, (ii) restrictions on the transfer of assets subject to a Lien permitted under Section 9.07, (iii) customary restrictions on subletting or assignment of any lease governing a leasehold interest of any Company, and (iv) restrictions on the transfer of any Property subject to a Disposition permitted under this Agreement.
Limitation on Certain Restrictions Affecting Subsidiaries. Neither Borrower shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any direct or indirect encumbrance or restriction on the ability of any Subsidiary of such Borrower to (a) pay dividends or make any other distributions on such Subsidiary's capital stock or any other interest or participation in its profits owned by either Borrower, or pay any Indebtedness or any other obligation owed to either Borrower, (b) make investments in or to either Borrower, or (c) transfer any of its Property to either Borrower, except that each of the following shall be permitted: (i) any such encumbrances or restrictions existing on the date of this Agreement and described on Schedule 2 or existing under or by reason of (x) applicable law or (y) the Loan Documents, (ii) restrictions on the transfer of Property subject to a Lien permitted under Section 6.11, and (iii) customary restrictions on subletting or assignment of any lease governing a leasehold interest of any Borrower.
Limitation on Certain Restrictions Affecting Subsidiaries. 108 9.20. ADDITIONAL OBLIGORS.....................................................................108 9.21. LIMITATION ON DESIGNATION OF DESIGNATED SENIOR INDEBTEDNESS.............................109 9.22. FOREIGN SUBSIDIARIES' SECURITY..........................................................109 9.23.
Limitation on Certain Restrictions Affecting Subsidiaries. No Company shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any direct or indirect encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions on such Subsidiary's Equity Interests or any other interest or participation in its profits owned by any Company, or pay any Indebtedness or any other obligation owed to any Company, (b) make Investments in or to any Company, or (c) transfer any of its Property to any Company, EXCEPT that each of the following shall be permitted (i) any such encumbrances or restrictions existing on the Closing Date and described on SCHEDULE 9.19 or existing under or by reason of (x) applicable Law or (y) the Credit Documents, (ii) restrictions on the transfer of Property subject to a Permitted Lien permitted under Section 9.07, (iii) customary restrictions on subletting or assignment of any lease governing a leasehold interest of any Company, and (iv) restrictions on the transfer of any Property subject to a Disposition permitted under this Agreement and (v) customary non-assignment provisions in contracts entered into in the ordinary course of business.
