Common use of Limitation on Certain Restrictions on Subsidiaries Clause in Contracts

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any of the Borrower’s Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) any holder of a Permitted Lien may restrict the transfer of the asset or assets subject thereto and (vi) restrictions which are not more restrictive than those contained in this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower or a Subsidiary any of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower or any of the Borrower’s its Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of the Borrower’s its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a and leasehold interest of the Borrower or a Subsidiary any of the Borrowerits Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower or a Subsidiary any of the Borrower its Subsidiaries in the ordinary course of business, (v) any holder of a Permitted Lien may restrict restrictions on the transfer of any asset pending the asset or assets subject thereto close of the sale of such asset, and (vi) restrictions which are not more restrictive than those contained in this Agreementon the transfer of any asset subject to a Lien permitted by Section 8.06(iii), (vi), (vii) or (xiii).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Holdings or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Holdings or a Subsidiary any of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Holdings or any of the Borrower’s its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Holdings or any of the Borrower’s its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, the Parent Credit Agreement, the Senior Notes Documents and the Existing Intercompany Indebtedness, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Holdings or a Subsidiary any of the Borrowerits Subsidiaries, (iv) customary provisions restricting assignment of any agreement entered into by the Borrower Holdings or a Subsidiary any of the Borrower its Subsidiaries in the ordinary course of business, business and (v) any holder of a Permitted Lien may restrict the transfer of the asset or assets subject thereto and (vi) restrictions which are not more restrictive than those contained in this Agreementthereto.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Holdings or any Subsidiary of the BorrowerHoldings, or pay any Indebtedness owed to the Borrower Holdings or a Subsidiary of the BorrowerHoldings, (b) make loans or advances to the Borrower Holdings or any of the Borrower’s Holdings' Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of the Borrower’s SubsidiariesHoldings, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) any holder instrument governing any Indebtedness permitted under Section 9.04(g), which encumbrance or restriction is not applicable to any Person, or the properties or assets of a Permitted Lien may restrict any Person, other than the transfer Person or the properties or assets of the asset or assets subject thereto and Person so acquired; (vi) restrictions which agreements existing on the Effective Date to the extent and in the manner such agreements are not more restrictive than those contained in this Agreementeffect on the Effective Date; and (vii) an agreement governing Indebtedness incurred to refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (ii), (v) or (vi).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any encumbrance or restriction on the ability of any such Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Holdings or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Holdings or a Subsidiary of the BorrowerHoldings, (by) make loans or advances to the Borrower Holdings or any Subsidiary of the Borrower’s Subsidiaries Holdings or (cz) transfer any of its properties or assets to the Borrower Holdings or any of the Borrower’s its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the Senior Subordinated Note Documents and the Seller Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (ivv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a any Subsidiary of the Borrower in the ordinary course of business, (v) any holder of a Permitted Lien may restrict the transfer of the asset or assets subject thereto business and (vi) restrictions which are not more restrictive than those contained in this Agreementon the transfer of any assets subject to a Lien permitted by Sections 9.03(iv), (x), (xi), (xii) and (xv).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Holdings or any Subsidiary of the BorrowerHoldings, or pay any Indebtedness owed to the Borrower Holdings or a Subsidiary of the BorrowerHoldings, (b) make loans or advances to the Borrower Holdings or any of the Borrower’s Holdings’ Subsidiaries or (c) transfer any of its properties or assets to the Borrower Holdings or any of the Borrower’s Holdings’ Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) any holder of a Permitted Lien may restrict customary provisions restricting the transfer of the asset or assets subject thereto to Liens permitted under Sections 8.03(l) and (m) and (vi) restrictions which are not more restrictive than those contained in this Agreementany document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Holdings or any Subsidiary of the BorrowerHoldings, or pay any Indebtedness owed to the Borrower Holdings or a Subsidiary of the BorrowerHoldings, (b) make loans or advances to the Borrower Holdings or any of the Borrower’s Holdings' Subsidiaries or (c) transfer any of its properties or assets to the Borrower Holdings or any of the Borrower’s Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) any holder of a Permitted Lien may restrict customary provisions restricting the transfer of the asset or assets subject thereto to Liens permitted under Sections 8.03(k) and (m) and (vi) restrictions which are not more restrictive than those contained in this Agreementthe Senior Subordinated Notes Documents.

Limitation on Certain Restrictions on Subsidiaries. The Borrower PESCO will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower PESCO or any Subsidiary of the BorrowerPESCO, or pay any Indebtedness Funded Debt owed to the Borrower PESCO or a any Subsidiary of the BorrowerPESCO, (b) make loans or advances to the Borrower PESCO or any Subsidiary of the Borrower’s Subsidiaries PESCO or (c) transfer any of its properties or assets to the Borrower PESCO or any Subsidiary of the Borrower’s SubsidiariesPESCO, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower PESCO or a any Subsidiary of the BorrowerPESCO, (ivv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower PESCO or a any Subsidiary of the Borrower PESCO in the ordinary course of business, (v) any holder of a Permitted Lien may restrict the transfer of the asset or assets subject thereto business and (vi) restrictions which are not more restrictive than those contained in this Agreementon the transfer of any asset subject to a Lien permitted by Sections 9.01 (vi).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, Borrower or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any of the Borrower’s 's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of the Borrower’s its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) any holder of a Permitted Lien may restrict the Senior Subordinated Note Documents, (vi) the Existing Indebtedness Agreements and (vii) customary provisions restricting the transfer of the asset or assets subject thereto to Liens permitted under Sections 8.03(k) and (vi) restrictions which are not more restrictive than those contained in this Agreementm).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (ai) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Holdings or any Subsidiary of the BorrowerHoldings, or pay any Indebtedness owed to the Borrower Holdings or a Subsidiary of the BorrowerHoldings, (bii) make loans or advances to the Borrower Holdings or any of the Borrower’s Holdings' Subsidiaries or (ciii) transfer any of its properties or assets to the Borrower Holdings or any of the Borrower’s Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (iA) applicable law, (iiB) this Agreement and the other Credit Documents, (iiiC) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (ivD) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) any holder of a Permitted Lien may restrict the transfer of the asset or assets subject thereto business and (viE) restrictions which are not more restrictive than those contained in this Agreementthe Senior Subordinated Note Documents.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Company or any Subsidiary of the BorrowerCompany, or pay any Indebtedness owed to the Borrower Company or a any Subsidiary of the BorrowerCompany, (b) make loans or advances to the Borrower Company or any Subsidiary of the Borrower’s Subsidiaries Company or (c) transfer any of its properties or assets to the Borrower Company or any Subsidiary of the Borrower’s SubsidiariesCompany, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Company or a any Subsidiary of the BorrowerCompany, (iv) customary provisions restricting assignment of any licensing agreement or agreements for the provision of services entered into by the Borrower Company or a any Subsidiary of the Borrower Company in the ordinary course of business, (v) any holder of a Permitted Lien may restrict restrictions on the transfer of the any asset or assets subject thereto and to a Lien permitted by Section 9.01, (vi) restrictions which are not more restrictive than those contained set forth in this Agreementthe Existing Term Loan Agreement and (vii) restrictions set forth in the Senior Subordinated Note Documents.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary of the Borrower to (ai) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, (bii) make loans or advances to the Borrower or any of the Borrower’s Subsidiaries its Subsidiaries, or (ciii) transfer any of its properties or assets to the Borrower or any of the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (iv) applicable law, (iiw) this Agreement and Agreement, the other Credit Documents and the Senior Subordinated Loan Documents, (iiix) customary provisions restricting subletting or assignment assignments of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (ivy) the asset transfer or encumbrance restrictions imposed by purchase money or capitalized lease financing permitted pursuant to Section 9.04 hereof, or (z) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary any of the Borrower its Subsidiaries in the ordinary course of business, (v) any holder of a Permitted Lien may restrict the transfer of the asset or assets subject thereto and (vi) restrictions which are not more restrictive than those contained in this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower (a) -------------------------------------------------- Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any encumbrance or restriction on the ability of any such Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Holdings or any Subsidiary of the BorrowerHoldings, or pay any Indebtedness owed to the Borrower Holdings or a Subsidiary of the BorrowerHoldings, (by) make loans or advances to the Borrower Holdings or any Subsidiary of the Borrower’s Subsidiaries Holdings or (cz) transfer any of its properties or assets to the Borrower Holdings or any of the Borrower’s its Subsidiaries, except for such encumbrances or restrictions existing under -91- or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the provisions contained in the Existing Indebtedness, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower SMT or a Subsidiary of the Borrower, SMT and (ivv) customary provisions restricting assignment of any agreement contract entered into by the Borrower SMT or a any Subsidiary of the Borrower SMT in the ordinary course of business, (v) any holder of a Permitted Lien may restrict the transfer of the asset or assets subject thereto and (vi) restrictions which are not more restrictive than those contained in this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrowerany Subsidiary, (b) make loans or advances to the Borrower or any of the Borrower’s its Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of the Borrower’s SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, ; (ii) this Agreement and Agreement, the other Credit Loan Documents, the Unsecured Bond Documents; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, interest; (iv) customary provisions restricting assignment of any agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, ; (v) any holder of a Permitted Lien may restrict permitted by Section 6.02 restricting the transfer of the asset or assets property subject thereto and thereto; (vi) customary restrictions which are not more restrictive than those and conditions contained in this Agreementany agreement relating to the sale of any property permitted under Section 6.04 pending the consummation of such sale; (vii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to in clauses (b) and (c) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or property held in the subject joint venture or other entity.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries the Subsidiary Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary Guarantor to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary Guarantor of the Borrower, or pay any Indebtedness owed to the Borrower or a any Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary Guarantor of the Borrower’s Subsidiaries Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary Guarantor of the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a any Subsidiary Guarantor of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a any Subsidiary Guarantor of the Borrower in the ordinary course of business, and (v) any holder of a Permitted Lien may restrict restrictions on the transfer of the any asset or assets subject thereto to a Lien permitted by Sections 9.1(c), (g) and (vi) restrictions which are not more restrictive than those contained in this Agreementh).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a any Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower’s Subsidiaries Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a any Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement or agreements for the provision of services entered into by the Borrower or a any Subsidiary of the Borrower in the ordinary course of business, business and (v) any holder of a Permitted Lien may restrict restrictions on the transfer of the any asset or assets subject thereto and (vi) restrictions which are not more restrictive than those contained in this Agreementto a Lien permitted by Section 9.01.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary of the Borrower to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower or a any Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower’s Subsidiaries Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrower’s Subsidiaries, except in each case for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a any Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a any Subsidiary of the Borrower in the ordinary course of business, business and (v) any holder of a Permitted Lien may restrict customary provisions restricting the transfer of the asset or assets subject thereto and to Liens permitted under Section 9.01(vii) or (vi) restrictions which are not more restrictive than those contained in this Agreementviii).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any of the Borrower’s Subsidiaries 's Subsidiaries, or (c) transfer any of its properties or assets to the Borrower or any of the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawApplicable Laws, (ii) this Agreement and the other Credit Loan Documents, (iii) the Second Lienholder Loan Agreement, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, and (ivv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) any holder of a Permitted Lien may restrict the transfer of the asset or assets subject thereto and (vi) restrictions which are not more restrictive than those contained in this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any encumbrance or restriction on the ability of any such Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Parent or any Subsidiary of the BorrowerParent, or pay any Indebtedness owed to the Borrower Parent or a Subsidiary of the BorrowerParent, (by) make loans or advances to the Borrower Parent or any Subsidiary of the Borrower’s Subsidiaries Parent or (cz) transfer any of its properties or assets to the Borrower Parent or any of the Borrower’s its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the provisions contained in the Existing Indebtedness, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Borrower and (ivv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a any Subsidiary of the Borrower in the ordinary course of business, (v) any holder of a Permitted Lien may restrict the transfer of the asset or assets subject thereto and (vi) restrictions which are not more restrictive than those contained in this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any encumbrance or restriction on the ability of any such Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Parent or any Subsidiary of the BorrowerParent, or pay any Indebtedness owed to the Borrower Parent or a Subsidiary of the BorrowerParent, (by) make loans or advances to the Borrower Parent or any Subsidiary of the Borrower’s Subsidiaries Parent or (cz) transfer any of its properties or assets to the Borrower Parent or any of the Borrower’s its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the provisions contained in the Existing Indebtedness, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the US Borrower or a Subsidiary of the Borrower, US Borrower and (ivv) customary provisions restricting assignment of any licensing agreement entered into by the US Borrower or a any Subsidiary of the US Borrower in the ordinary course of business, (v) any holder of a Permitted Lien may restrict the transfer of the asset or assets subject thereto and (vi) restrictions which are not more restrictive than those contained in this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on in the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Holdings or any Subsidiary of the BorrowerHoldings, or pay any Indebtedness owed to the Borrower Holdings or a Subsidiary of the BorrowerHoldings, (b) make loans or advances to the Borrower Holdings or any of the Borrower’s Subsidiaries Holdings' subsidiaries, or (c) transfer any of its properties property or assets to the Borrower Holdings or any of the Borrower’s Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Holdings or a Subsidiary of the BorrowerHoldings, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower Holdings or a any Subsidiary of the Borrower Holdings in the ordinary course of business, (v) any holder of a Permitted Lien may restrict customary provisions restricting the transfer of the asset or assets subject thereto to Liens permitted under Sections 8.03(j) and (l), (vi) customary provisions restricting assignment of any Management Contract or Franchise Agreement (as defined in the Security Agreement), (vii) restrictions which are not more restrictive than those governing any of the Non-Recourse Debt of an NRD Borrower or any lease of an NRL Subsidiary and (viii) restrictions governing New Partnership and/or New Lessee contained in this Agreementtheir organizational documents (to the extent reviewed by the Administrative Agent and in effect on the Restatement Effective Date or as thereafter amended with the consent of the Administrative Agent).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or Company any Subsidiary of the Borrower, Company or pay any Indebtedness owed to the Borrower Company or a Subsidiary of the BorrowerCompany, (b) make loans or advances to the Borrower Company or any of the Borrower’s Company's Subsidiaries or (c) transfer any of its properties or assets to the Borrower Company or any of the Borrower’s its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawlaw , (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Company or a Subsidiary of the BorrowerCompany, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower Company or a Subsidiary of the Borrower Company in the ordinary course of business, (v) any holder of a Permitted Lien may restrict the Senior Subordinated Note Documents, (vi) the Existing Indebtedness Agreements, (vii) customary provisions restricting the transfer of the asset or assets subject thereto to Liens permitted under Sections 8.03(k) and (vim) and (viii) restrictions which are not more restrictive than those contained in this Agreementand conditions imposed by any Permitted Receivables Transaction.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings -------------------------------------------------- will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Holdings or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Holdings or a Subsidiary any of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Holdings or any of the Borrower’s its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Holdings or any of the Borrower’s its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Holdings or a Subsidiary any of the Borrowerits Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or wagering systems equipment contract or similar contract entered into by the Borrower Holdings or a Subsidiary any of the Borrower its Subsidiaries in the ordinary course of business, business and (v) any holder of a Permitted Lien may restrict restrictions prohibiting the transfer of the any asset subject to a Lien permitted under Section 9.01(iii), (vii), (viii), (xv) or assets subject thereto and (vi) restrictions which are not more restrictive than those contained in this Agreementxvi).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a any Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower’s Subsidiaries Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a any Subsidiary of the Borrower, (ivv) customary provisions restricting assignment of any licensing agreement or agreements for the provision of services entered into by the Borrower or a any Subsidiary of the Borrower in the ordinary course of business, (v) any holder of a Permitted Lien may restrict the transfer of the asset or assets subject thereto busi ness and (vi) restrictions which are not more restrictive than those contained in this Agreementon the transfer of any asset subject to a Lien permitted by Section 9.01.

Limitation on Certain Restrictions on Subsidiaries. The -------------------------------------------------- Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any encumbrance Lien or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, or (b) make loans or advances to the Borrower or any Subsidiaries of the Borrower’s Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of the Borrower’s Subsidiaries, except for such encumbrances Liens or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit DocumentsAgreement, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Borrower and (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) any holder of a Permitted Lien may restrict the transfer of the asset or assets subject thereto and (vi) restrictions which are not more restrictive than those contained in this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any of the Borrower’s 's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of the Borrower’s 's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) any holder of a Permitted Lien may restrict the transfer of the asset or assets subject thereto and (vi) restrictions which are not more restrictive than those contained in this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a any Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower’s Subsidiaries Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and Agreement, the other Credit Documents, the Bridge Financing Documents, and the Viacom Acquisition Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a any Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a any Subsidiary of the Borrower in the ordinary course of business, business and (v) customary restrictions in any holder of a Permitted Lien may restrict the transfer of the asset industrial revenue bond, purchase money financing, capital lease or assets subject thereto and (vi) restrictions which are not more restrictive than those contained in any other agreement permitted by this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Holdings or any Subsidiary of the BorrowerHoldings, or pay any Indebtedness owed to the Borrower Holdings or a any Subsidiary of the BorrowerHoldings, (b) make loans or advances to the Borrower Holdings or any Subsidiary of the Borrower’s Subsidiaries Holdings or (c) transfer any of its properties or assets to the Borrower Holdings or any Subsidiary of the Borrower’s SubsidiariesHoldings, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Loan Documents, (iii) the Borrower Senior Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Holdings or a any Subsidiary of the BorrowerHoldings, (ivv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower Holdings or a any Subsidiary of the Borrower Holdings in the ordinary course of business, (vvi) any holder of a Permitted Lien may restrict restrictions on the transfer of the any asset or assets subject thereto to a Lien permitted by Sections 8.01(iii), (vi), (vii) and (vixii) so long as such restrictions are not applicable to any property or any Subsidiary of Holdings other than the specific property subject to such Lien, and (vii) restrictions which are not more restrictive than those contained in this Agreementon the transfer of any asset pending the close of the sale of such asset.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Holdings or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Holdings or a Subsidiary any of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Holdings or any of the Borrower’s its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Holdings or any of the Borrower’s its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, the Parent Credit Agreement, the Working Capital Credit Documents, the Senior Notes Documents and the Existing Intercompany Indebtedness, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Holdings or a Subsidiary any of the Borrowerits Subsidiaries, (iv) customary provisions restricting assignment of any agreement entered into by the Borrower Holdings or a Subsidiary any of the Borrower its Subsidiaries in the ordinary course of business, business and (v) any holder of a Permitted Lien may restrict the transfer of the asset or assets subject thereto and (vi) restrictions which are not more restrictive than those contained in this Agreementthereto.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will -------------------------------------------------- not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Holdings or any Subsidiary of the BorrowerHoldings, or pay any Indebtedness owed to the Borrower Holdings or a Subsidiary of the BorrowerHoldings, (b) make loans or advances to the Borrower Holdings or any of the Borrower’s Holdings' Subsidiaries or (c) transfer any of its properties or assets to the Borrower Holdings or any of the Borrower’s Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) any holder of a Permitted Lien may restrict customary provisions restricting the transfer of the asset or assets subject thereto to Liens permitted under Sections 8.03(1) and (m) and (vi) restrictions which are not more restrictive than those contained in this Agreementany document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a any Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower’s Subsidiaries Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a any Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement, management agreement or franchise agreement entered into by the Borrower or a any Subsidiary of the Borrower in the ordinary course of business, (v) any holder of a Permitted Lien may restrict restrictions on the transfer of the any asset or assets subject thereto to a Lien permitted by this Agreement and (vi) restrictions which are not more restrictive than those contained set forth on Schedule XV and similar net worth restriction imposed on RFS Sub and any other Subsidiary of the type described in this Agreementclause (v) of the definition of Subsidiary Guarantor.

Limitation on Certain Restrictions on Subsidiaries. (a) The Borrower will not, and will not permit any of its respective Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any encumbrance or restriction on the ability of any such Restricted Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Restricted Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Restricted Subsidiary of the Borrower, (by) make loans or advances to the Borrower or any of the Borrower’s 's Restricted Subsidiaries or (cz) transfer any of its properties or assets to the Borrower or any of the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Restricted Subsidiary of the Borrower, Borrower and (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a any Restricted Subsidiary of the Borrower in the ordinary course of business, (v) any holder of a Permitted Lien may restrict the transfer of the asset or assets subject thereto and (vi) restrictions which are not more restrictive than those contained in this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any of the Borrower’s ' Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of the Borrower’s its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a any Subsidiary of the Borrower in the ordinary course of business, (v) any holder of a Permitted Lien may restrict the Subordinated Note Documents, (vi) the Existing Indebtedness Agreements, and (vii) customary provisions restricting the transfer of the asset or assets subject thereto to Liens permitted under Section 8.03(l), (m) and (vi) restrictions which are not more restrictive than those contained in this Agreementn).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Holdings or any Subsidiary of the BorrowerHoldings, or pay any Indebtedness owed to the Borrower Holdings or a Subsidiary of the BorrowerHoldings, (b) make loans or advances to the Borrower Holdings or any of the Borrower’s Holdings' Subsidiaries or (c) transfer any of its properties or assets to the Borrower Holdings or any of the Borrower’s Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) any holder of a Permitted Lien may restrict customary provisions restricting the transfer of the asset or assets subject thereto to Liens permitted under Sections 8.03(l) and (m) and (vi) restrictions which are not more restrictive than those contained in this Agreementany document or instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, and will not apply to the Bankruptcy Court for authority to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Holdings or any Subsidiary of the BorrowerHoldings, or pay any Indebtedness owed to the Borrower Holdings or a Subsidiary of the BorrowerHoldings, (b) make loans or advances to the Borrower Holdings or any of the Borrower’s Holdings' Subsidiaries or (c) transfer any of its properties or assets to the Borrower Holdings or any of the Borrower’s its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) any holder of a Permitted Lien may restrict the Senior Subordinated Note Documents, (vi) the agreements evidencing the Existing Indebtedness that remain outstanding after the Petition Date, (vii) customary provisions restricting the transfer of the asset or assets subject thereto to Liens permitted under Section 8.3(k), and (viviii) restrictions which are not more restrictive than those contained in this Agreementthe Existing Credit Documents.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions distribu- tions on its capital stock or any other interest or participation in its profits owned by the Borrower Holdings or any Subsidiary of the BorrowerHoldings, or pay any Indebtedness owed to the Borrower Holdings or a any Subsidiary of the BorrowerHoldings, (b) make loans or advances to the Borrower Holdings or any Subsidiary of the Borrower’s Subsidiaries Holdings or (c) transfer any of its properties or assets to the Borrower Holdings or any Subsidiary of the Borrower’s SubsidiariesHoldings, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the SL Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Holdings or a any Subsidiary of the BorrowerHoldings, (ivv) customary provisions restricting assignment of any licensing agreement or agreements for the provision of services entered into by the Borrower Holdings or a any Subsidiary of the Borrower Holdings in the ordinary course of business, (v) any holder of a Permitted Lien may restrict the transfer of the asset or assets subject thereto business and (vi) restrictions which are not more restrictive than those contained in this Agreementon the transfer of any asset subject to a Lien permitted by Section 9.01.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a any Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower’s Subsidiaries Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and Agreement, the other Credit Documents and the Colfax Acquisition Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a any Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a any Subsidiary of the Borrower in the ordinary course of business, business and (v) customary restrictions in any holder of a Permitted Lien may restrict the transfer of the asset industrial revenue bond, purchase money financing, capital lease or assets subject thereto and (vi) restrictions which are not more restrictive than those contained in any other agreement permitted by this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower No Credit Party will, or will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any encumbrance or restriction on the ability of any such Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest Equity Interests or participation in its profits owned by the Borrower Parent or any Subsidiary of the BorrowerParent, or pay any Indebtedness owed to the Borrower Parent or a Subsidiary of the BorrowerParent, (by) make loans or advances to the Borrower Parent or any Subsidiary of the Borrower’s Subsidiaries Parent or (cz) transfer any of its properties or assets to the Borrower Parent or any of the Borrower’s its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Credit Parties or a Subsidiary of the BorrowerCredit Parties, or (iv) customary provisions restricting assignment of any licensing agreement (in which the Credit Parties or any of their Subsidiaries is the licensee) or any other contract entered into by the Borrower Credit Parties or a any Subsidiary of the Borrower Credit Parties in the ordinary course of business, (v) any holder of a Permitted Lien may restrict the transfer of the asset or assets subject thereto and (vi) restrictions which are not more restrictive than those contained in this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Neither the Company nor USHG will, nor will not, and will not it permit any of its Subsidiaries or Egarden Inc. to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock Capital Stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the BorrowerCorporations, or pay any Indebtedness owed to the Borrower or a Subsidiary any of the BorrowerCorporations, (b) make loans or advances to the Borrower or any of the Borrower’s Subsidiaries Corporations or (c) transfer any of its properties or assets to the Borrower or any of the Borrower’s SubsidiariesCorporations, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Purchaser Documents, (iii) the Senior Debt Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower or a Subsidiary any of the BorrowerCorporations, (ivv) customary provisions restricting assignment of any licensing agreement (in which any of the Corporations is the licensee) or other contract entered into by the Borrower or a Subsidiary any of the Borrower Corporations in the ordinary course of business, (vvi) any holder of a Permitted Lien may restrict restrictions on the transfer of any asset pending the asset or assets subject thereto close of the sale of such asset, and (vivii) restrictions which are not more restrictive than those contained in this Agreementon the transfer of any asset subject to a Lien permitted by Section 7.1 hereof.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a any Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower’s Subsidiaries Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the New Senior Note Documents, (iv) the Working Capital Facility, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a any Subsidiary of the Borrower, (ivvi) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower or a any Subsidiary of the Borrower in the ordinary course of business, business and (vvii) any holder of a Permitted Lien may restrict restrictions on the transfer of the any asset or assets subject thereto to a Lien permitted by Sections 7.01(vii), (viii) and (vi) restrictions which are not more restrictive than those contained in this Agreementxv).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a any Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower’s Subsidiaries Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) documentation relating to Existing Indebtedness, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a any Subsidiary of the Borrower, (ivv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a any Subsidiary of the Borrower in the ordinary course of business, (vvi) customary restrictions in any holder of a Permitted Lien may restrict industrial revenue bond, purchase money financing, capital lease or any other agreement permitted by this Agreement and (vii) restrictions that exist with respect to any Subsidiary at the transfer time of the asset or assets subject thereto and (vi) restrictions which are not more restrictive than those contained in this Agreementacquisition of such Subsidiary.

Limitation on Certain Restrictions on Subsidiaries. (a) The Borrower Borrowers will not, and will not permit any of its their respective Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, except as set forth on Schedule XIII, any encumbrance or restriction on the ability of any such Restricted Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Furniture Brands or any Restricted Subsidiary of the BorrowerFurniture Brands, or pay any Indebtedness owed to the Borrower Furniture Brands or a Restricted Subsidiary of the BorrowerFurniture Brands, (by) make loans or advances to the Borrower Furniture Brands or any of the Borrower’s Furniture Brands' Restricted Subsidiaries or (cz) transfer any of its properties or assets to the Borrower or any of the Borrower’s SubsidiariesFurniture Brands, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Borrowers or a Restricted Subsidiary of the BorrowerBorrowers, and (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower Borrowers or a any Restricted Subsidiary of the Borrower Borrowers in the ordinary course of business, (v) any holder of a Permitted Lien may restrict the transfer of the asset or assets subject thereto and (vi) restrictions which are not more restrictive than those contained in this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower Holdings or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Holdings or a Subsidiary any of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Holdings or any of the Borrower’s its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Holdings or any of the Borrower’s its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Holdings or a Subsidiary any of the Borrowerits Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower Holdings or a Subsidiary any of the Borrower its Subsidiaries in the ordinary course of business, (v) any holder of a Permitted Lien may restrict restrictions on the transfer of any asset pending the asset or assets subject thereto close of the sale of such asset, and (vi) restrictions which are not more restrictive than those contained in this Agreement.on the transfer of any asset subject to a Lien permitted by Section 11.01(iii), (vi), (vii), (xv) or (xvi). 135

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Holdings or any Subsidiary of the BorrowerHoldings, or pay any Indebtedness owed to the Borrower Holdings or a any Subsidiary of the BorrowerHoldings, (b) make loans or advances to the Borrower Holdings or any Subsidiary of the Borrower’s Subsidiaries Holdings or (c) transfer any of its properties or assets to the Borrower Holdings or any Subsidiary of the Borrower’s SubsidiariesHoldings, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower Holdings or a any Subsidiary of the BorrowerHoldings, (ivv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower Holdings or a any Subsidiary of the Borrower Holdings in the ordinary course of business, (v) any holder of a Permitted Lien may restrict the transfer of the asset or assets subject thereto business and (vi) restrictions which are not more restrictive than those contained in this Agreementon the transfer of any asset subject to a Lien permitted by Sections 9.01(vii), (viii), (xiv) and (xv).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary of the Borrower to (a) pay dividends or make any other distributions on its capital stock Capital Stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower’s Subsidiaries Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borroweran Operating Company, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower an Operating Company in the ordinary course of business, (v) any holder of a Permitted Lien may restrict the transfer of the asset or assets subject thereto customary provisions in agreements governing third-party Indebtedness permitted under Section 8.04(i), and (vi) restrictions which are not more restrictive than those contained in this Agreementcustomary provisions restricting the transfer of assets subject to Liens permitted under Sections 8.03(k) and (m).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any encumbrance or restriction on the ability of any such Subsidiary to (ax) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, (by) make loans or advances to the Borrower or any Subsidiary of the Borrower’s Subsidiaries Borrower or (cz) transfer any of its properties or assets to the Borrower or any of the Borrower’s its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) the Senior Subordinated Note Documents and the Additional Subordinated Debt, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (ivv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a any Subsidiary of the Borrower in the ordinary course of business, (v) any holder of a Permitted Lien may restrict the transfer of the asset or assets subject thereto business and (vi) restrictions which are not more restrictive than those contained in this Agreementon the transfer of any assets subject to a Lien permitted by Sections 9.03(iv), (x), (xi), (xii) and (xv).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any of the Borrower’s Subsidiaries 's Subsidiaries, or (c) transfer any of its properties or assets to the Borrower or any of the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawApplicable Laws, (ii) this Agreement and the other Credit Loan Documents, (iii) the Senior Loan Agreement and any Permitted Refinancing Indebtedness; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, and (ivv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) any holder of a Permitted Lien may restrict the transfer of the asset or assets subject thereto and (vi) restrictions which are not more restrictive than those contained in this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The -------------------------------------------------- Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary of the Borrower to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower or a any Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower’s Subsidiaries Borrower or (c) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrower’s Subsidiaries, except in each case for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a any Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a any Subsidiary of the Borrower in the ordinary course of business, business and (v) any holder of a Permitted Lien may restrict customary provisions restricting the transfer of the asset or assets subject thereto and to Liens permitted under Section 9.01(vii) or (vi) restrictions which are not more restrictive than those contained in this Agreementviii).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any of the Borrower’s 's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any of the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) any holder of a Permitted Lien may restrict the transfer of Holdings Senior Note Documents, the asset or assets subject thereto Borrower Senior Note Documents and agreements evidencing Existing Indebtedness and (vi) restrictions which are not more restrictive than those contained in this AgreementForeign Subsidiary Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. The Holdings and the Borrower will not, and will not permit any of its their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Holdings or any Subsidiary of the BorrowerHoldings, or pay any Indebtedness owed to the Borrower Holdings or a Subsidiary of the BorrowerHoldings, (b) make loans or advances to the Borrower Holdings or any of the Borrower’s Holdings' Subsidiaries or (c) transfer any of its properties or assets to Holdings, the Borrower or any of the Borrower’s Subsidiariesother Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Borrower and (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) any holder of a Permitted Lien may restrict the transfer of the asset or assets subject thereto and (vi) restrictions which are not more restrictive than those contained in this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits owned by the Borrower Holdings or any Subsidiary of the Borrowerits Subsidiaries, or pay any Indebtedness owed to the Borrower Holdings or a Subsidiary any of the Borrowerits Subsidiaries, (b) make loans or advances to the Borrower Holdings or any of the Borrower’s its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Holdings or any of the Borrower’s its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Loan Documents, (iii) after the issuance of any Permitted Subordinated Notes, the Permitted Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower Holdings or a Subsidiary any of the Borrowerits Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower Holdings or a Subsidiary any of the Borrower its Subsidiaries in the ordinary course of business, (vvi) any holder of a Permitted Lien may restrict restrictions on the transfer of any asset pending the asset or assets subject thereto close of the sale of such asset, and (vivii) restrictions which are not more restrictive than those contained in this Agreementon the transfer of any asset subject to a Lien permitted by Section 6.1.