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

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any 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, or pay any Indebtedness owed to the Borrower or a Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary or (c) transfer any of its properties to the Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law or banking, financial institution or other regulation; (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; (iv) customary provisions restricting assignment of any agreement entered into by the Borrower or a Subsidiary in the ordinary course of business; (v) any holder of a Lien permitted by Section 6.3 may restrict the transfer of the asset or assets subject thereto; (vi) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the date hereof in accordance with the provisions of this Agreement; (vii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.5 pending the consummation of such sale; and (viii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary of Borrower.

Limitation on Certain Restrictions on Subsidiaries. Directly 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 capital stock or any other interest or participation in its profits owned by the Borrower or any Subsidiary, Subsidiary of the Borrower or pay any Indebtedness owed to the Borrower or a SubsidiarySubsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law or bankinglaw, financial institution or other regulation; (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; 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 Lien permitted by Section 6.3 may restrict the transfer of the asset or assets subject thereto; Senior Subordinated Note Documents, (vi) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any the Existing Indebtedness incurred after the date hereof in accordance with the provisions of this Agreement; Agreements and (vii) customary restrictions and conditions contained in any agreement relating provisions restricting the transfer of assets subject to the sale of any property Liens permitted under Section 6.5 pending the consummation of such sale; Sections 8.03(k) and (viii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary of Borrowerm).

Limitation on Certain Restrictions on Subsidiaries. Directly The 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 Subsidiaryof its Subsidiaries, or pay any Indebtedness owed to the Borrower Company or a Subsidiaryany of its Subsidiaries, (b) make loans or advances to the Borrower Company or any Subsidiary of its Subsidiaries or (c) transfer any of its properties or assets to the Borrower Company or any Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law or bankinglaw, financial institution or other regulation; (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 Company or a Subsidiary; any of its Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement (in which the Company or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower Company or a Subsidiary any of its Subsidiaries in the ordinary course of business; , (vvi) restrictions on the transfer of any holder asset pending the close of the sale of such asset, and (vii) restrictions on the transfer of any asset subject to a Lien permitted by Section 6.3 may restrict the transfer of the asset or assets subject thereto; (vi) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the date hereof in accordance with the provisions of this Agreement; (vii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.5 pending the consummation of such sale; and (viii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary of Borrower7.1 hereof.

Limitation on Certain Restrictions on Subsidiaries. Directly The Borrower will not, and will not permit any of the Restricted 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 Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower or any Restricted Subsidiary, or pay any Indebtedness owed to the Borrower or a any Restricted Subsidiary, (b) make loans or advances to the Borrower or any Restricted Subsidiary or (c) transfer any of its properties or assets to the Borrower or any Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law or bankinglaw, financial institution or other regulation; (ii) this Agreement and the other Credit Documents; , (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of agreements which (x) exist on the Borrower or a Subsidiary; Closing Date and (iv) customary provisions restricting assignment of any agreement entered into by to the Borrower or a Subsidiary in the ordinary course of business; (v) any holder of a Lien extent not otherwise permitted by this Section 6.3 may restrict 6.11) are listed on Schedule 6.11 and (y) to the transfer of the asset or assets subject thereto; extent agreements permitted by preceding sub-clause (vix) restrictions which are not more restrictive than those contained set forth in this Agreement contained in any documents governing any Indebtedness incurred after the date hereof in accordance with the provisions of this Agreement; (vii) customary restrictions and conditions contained an agreement evidencing Indebtedness, are set forth in any agreement relating to the sale of evidencing any property permitted under Section 6.5 pending the consummation renewal, extension or refinancing of such sale; and (viii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, Indebtedness so long as such agreement was renewal, extension or refinancing does not entered into in contemplation of such person becoming a Subsidiary of Borrower.expand the

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary Loan Party to (a) pay dividends or make Dividends in respect of any other distributions on its Capital Stock or any other interest or participation in its profits owned by the Borrower or any SubsidiaryEquity Interest of such Loan Party held by, or pay or subordinate any Indebtedness owed to the Borrower or a Subsidiaryto, any other Loan Party, (b) make loans or advances to the Borrower or Investments in any Subsidiary other Loan Party or (c) transfer any of its properties assets to the Borrower or any Subsidiaryother Loan Party, except for such encumbrances or restrictions existing under or by reason of (i) applicable law or banking, financial institution the Financing Agreements or other regulation; Indebtedness permitted hereunder, (ii) this Agreement and the other Credit Documents; Requirements of Law, including those of any Gaming Authority, (iii) customary provisions restricting subletting any agreement that has been entered into in connection with the disposition of all or assignment of any lease governing a leasehold interest substantially all of the Borrower Equity Interests or property of a Subsidiary; Loan Party or the disposition of property covered by such restriction, (iv) with respect to any property subject to a Lien permitted in accordance with Section 6.02, an agreement that has been entered into in connection with the incurrence of such Liens so long as such restrictions relate solely to the property subject to such Liens and the proceeds of such property, (v) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements, (vi) restrictions in respect of Equity Interests and customary provisions restricting assignment with respect to the disposition or distribution of any agreement assets or property in partnership or joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into by the Borrower or a Subsidiary in the ordinary course of business; (v) any holder of a Lien permitted by Section 6.3 may restrict the transfer of the asset or assets subject thereto; (vi) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the date hereof in accordance with the provisions of this Agreement; , (vii) customary restrictions and conditions contained in any agreement on cash or deposits constituting amounts paid under the ERGG Agreement or relating to the sale of any property permitted under Section 6.5 pending the consummation of such sale; and ERGG Agreement, (viii) any agreement restrictions with respect to Excluded Property and (ix) other customary nonassignment provisions in effect at the time such Subsidiary becomes a Subsidiary of the Borrowerleases, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary of Borrowerlicenses and similar agreements and other contracts.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance encumbrance, restriction or restriction condition on the ability of any Subsidiary to (ai) 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 SubsidiaryCompany, or pay any Indebtedness owed to the Borrower or a Subsidiaryany Company, (bii) make loans or advances to the Borrower or any Subsidiary Company or (ciii) transfer any of its properties to the Borrower or any SubsidiaryCompany, except for such encumbrances encumbrances, restrictions or restrictions conditions existing under or by reason of of: (ia) applicable law or banking, financial institution or other regulation; mandatory Legal Requirements; (iib) (x) this Agreement and the other Credit Loan Documents and (y) the First Lien Loan Documents; ; (iiic) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary; ; (ivd) customary provisions restricting assignment of any agreement entered into by the Borrower or a Subsidiary in the ordinary course of business; ; (v) any holder of a Lien permitted by Section 6.3 may restrict the transfer of the asset or assets subject thereto; (vi) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the date hereof in accordance with the provisions of this Agreement; (viie) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.5 pending the consummation of such sale; provided that (i) such restrictions and conditions apply only to the property to be sold, and (viiiii) such sale is permitted hereunder; (f) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of Borrower; or (g) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (f) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. Directly 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 capital stock or any other interest or participation in its profits owned by the Borrower or any SubsidiarySubsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a SubsidiarySubsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Subsidiaryof the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law or bankinglaw, financial institution or other regulation; (ii) this Agreement and Agreement, the other Credit Documents; Documents and the Existing Credit Agreements (as in effect on the date hereof), (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary; 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 permitted by Section 6.3 may restrict the transfer of the asset or assets subject thereto; thereto and (vi) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the date hereof Effective Date in accordance with the provisions of this Agreement; (vii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.5 pending the consummation of such sale; and (viii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary of Borrower.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any 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 Subsidiaryof its Subsidiaries, or pay any Indebtedness owed to the Borrower or a any Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary of its Subsidiaries or (c) transfer any of its properties to the Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law or banking, financial institution or other regulationlaw; (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 Subsidiaryinterest; (iv) customary provisions restricting assignment of any agreement entered into by the Borrower or a Subsidiary in the ordinary course of business; (v) any holder of a Lien permitted by Section 6.3 may restrict 6.02 restricting the transfer of the asset or assets property subject thereto; (vi) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the date hereof in accordance with the provisions of this Agreement; (vii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.5 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 (viiic) above, restrictions in such person’s Organizational Documents or pursuant to any joint venture agreement in effect at or stockholders agreements solely to the time such Subsidiary becomes a Subsidiary extent of the Borrower, so long as such agreement was not entered into Equity Interests of or property held in contemplation of such person becoming a Subsidiary of Borrowerthe subject joint venture or other entity.

Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, indirectly create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any 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 SubsidiarySubsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or a SubsidiarySubsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower's Subsidiaries or (c) transfer any of its properties to the Borrower or any Subsidiaryof the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law or banking, financial institution or other regulationlaw; (ii) this Agreement and the other Credit Loan Documents; (iii) the Notes Documents containing such encumbrances or restrictions not more restrictive in any material respect than those contained in the Notes Documents; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary; (ivv) customary provisions restricting assignment of any agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business; (vvi) any restrictions imposed by the holder of a Lien permitted by Section 6.3 may 6.02 which restrict the transfer of the asset or assets subject thereto; and (vivii) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the date hereof Closing Date in accordance with the provisions of this Agreement; (vii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.5 pending the consummation of such sale; and (viii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary of Borrower.