Common use of Limitation on Restrictions on Subsidiary Distributions Clause in Contracts

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents; (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition otherwise permitted under this Agreement; (iii) restrictions imposed by applicable law; (iv) with respect to clauses (b) and (c) above, restrictions pursuant to any joint venture agreement solely with respect to the transfer of the assets or Capital Stock of the related Joint Venture; (v) Permitted Transfer Restrictions; (vi) [reserved]; and (vii) any restrictions existing under an agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (i) through (vi), provided that, the terms and conditions of any such agreement, as they relate to any such restrictions are no less favorable to the Borrower and its Subsidiaries, as applicable, than those under the agreement so amended, refinanced or replaced, taken as a whole.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents; , (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition otherwise permitted under this Agreement; of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) customary non-assignment provisions or other restrictions imposed by applicable law; on Liens arising under leases, subleases, licenses, sublicenses, joint venture agreements or other agreements entered into in the ordinary course of business, (iv) with respect to clauses (b) and (c) above, restrictions pursuant to any joint venture agreement solely with respect restriction on a Subsidiary existing prior to the transfer time such Subsidiary first becomes a Subsidiary of the assets or Capital Stock Borrower so long as such restrictions were not entered into in contemplation of such Person becoming a Subsidiary of the related Joint Venture; Borrower, (v) Permitted Transfer Restrictions; any restrictions contained in agreements governing any purchase money Liens, Capital Lease Obligations or other secured Indebtedness otherwise permitted hereby (so long as such restrictions are only effective against the assets financed thereby), (vi) [reserved]; and (vii) any restrictions existing on cash or other deposits imposed by customers under an agreement that amends, refinances or replaces any agreement containing restrictions permitted under contracts entered into in the preceding clauses (i) through (vi), provided that, the terms and conditions ordinary course of any such agreement, as they relate to any such restrictions are no less favorable to the Borrower and its Subsidiaries, as applicable, than those under the agreement so amended, refinanced or replaced, taken as a wholebusiness.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents; (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition otherwise permitted under this Agreementof all or substantially all of the Capital Stock or assets of such Subsidiary; (iii) restrictions with respect to a Person at the time it becomes a Subsidiary pursuant to any Indebtedness permitted pursuant to Section 7.2(g), provided that, such restrictions (x) were not entered into in contemplation of such Person becoming a Subsidiary and (y) such restrictions apply solely to such Person and its Subsidiaries; (iv) restrictions imposed by applicable law; (ivv) with respect to clauses (b) and (c) above, (A) restrictions pursuant to documentation evidencing Permitted Construction Financing or Mortgage Financing incurred by Subsidiaries that are not Guarantors, and (B) restrictions pursuant to any joint venture agreement solely with respect to the transfer of the assets or Capital Stock of the related Joint Venture; (v) Permitted Transfer Restrictions; and (vi) [reserved]; and (vii) any restrictions existing under an agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (i) through (viv), provided that, the terms and conditions of any such agreement, as they relate to any such restrictions are no less favorable to the Borrower and its Subsidiaries, as applicable, than those under the agreement so amended, refinanced or replaced, taken as a whole.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of DW Animation to (a) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock of Equity Interest in such Subsidiary held by, or pay any Indebtedness owed to, the Borrower DW Animation or any other SubsidiarySubsidiary of DW Animation, (b) make Investments in the Borrower loans or advances to DW Animation or any other Subsidiary of DW Animation or (c) transfer any of its assets to the Borrower DW Animation or any other SubsidiarySubsidiary of DW Animation, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents; Documents or any other agreements in effect on the Closing Date, (ii) any restrictions, with respect to a Subsidiary that is not a Subsidiary on the Effective Date, under any agreement in existence at the time such Subsidiary becomes a Subsidiary, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with for the Disposition otherwise permitted under this Agreement; (iii) restrictions imposed by applicable law; sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, or (iv) with respect to clauses (b) and (c) above, restrictions pursuant to any joint venture agreement solely with respect to the transfer of the assets or Capital Stock of the related Joint Venture; (v) Permitted Transfer Restrictions; (vi) [reserved]; and (vii) any restrictions existing under an any agreement that amends, refinances or replaces any agreement containing the restrictions permitted under the preceding clauses referred to in clause (i) through (vi), (ii) or (iii) above; provided that, that the terms and conditions of any such agreement, as they relate to any such restrictions agreement are no less favorable to the Borrower and its Subsidiaries, as applicable, Lenders than those under the agreement so amended, refinanced or replaced, taken as a whole.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or to any other SubsidiaryGroup Member, (b) make Investments in the Borrower or any other Subsidiary Group Member or (c) transfer any of its assets to the Borrower or any other SubsidiaryGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents; , (ii) any restrictions with respect to a Subsidiary of the US Borrower (other than the Canadian Borrower) imposed pursuant to an agreement that has been entered into in connection with the Disposition otherwise permitted under this Agreement; of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) restrictions imposed customary net worth provisions contained in real property leases entered into by applicable law; any Loan Party so long as such net worth provisions could not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, (iv) any restrictions existing under (A) the Senior Subordinated Notes Indenture or (B) any agreement to be entered into in connection with the incurrence of Indebtedness permitted by Sections 7.2(f) or (g) solely to the extent such agreement is no more restrictive than this Agreement, and (v) with respect to clauses (b) and clause (c) aboveonly, (A) agreements described in clauses (b)-(d) of Section 7.13, to the extent set forth in such clauses and (B) restrictions pursuant to any joint venture agreement solely with respect to the transfer of the assets or Capital Stock of the related Joint Venture; (v) Permitted Transfer Restrictions; (vi) [reserved]; and (vii) any restrictions existing under asset contained in an agreement that amends, refinances or replaces any agreement containing restrictions has been entered into in connection with a disposition of such asset permitted under the preceding clauses (i) through (vi), provided that, the terms and conditions of any such agreement, as they relate to any such restrictions are no less favorable to the Borrower and its Subsidiaries, as applicable, than those under the agreement so amended, refinanced or replaced, taken as a wholehereunder.

Limitation on Restrictions on Subsidiary Distributions. Enter ------------------------------------------------------ into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of Holdings to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents; , (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition otherwise permitted under this Agreement; of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any restrictions imposed by applicable law; in any agreements governing any purchase money Indebtedness or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (iv) with respect to clauses (b) and (c) above, restrictions pursuant to any joint venture agreement solely with respect to the transfer of the assets or Capital Stock of the related Joint Venture; (v) Permitted Transfer Restrictions; (vi) [reserved]; and (vii) any restrictions existing under an agreement that amendsin any agreements governing Indebtedness of Foreign Subsidiaries otherwise permitted hereby (in which case, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (i) through (vi), provided that, the terms and conditions of any shall only be effective against such agreement, as they relate to any such restrictions are no less favorable to the Borrower Foreign Subsidiary and its Foreign Subsidiaries, as applicable, than those under the agreement so amended, refinanced or replaced, taken as a whole).

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed toto CERI, the Borrower or any other Subsidiary, (b) make Investments in CERI, the Borrower or any other Subsidiary or (c) transfer any of its assets to CERI, the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents; , (ii) any restrictions with respect to a Subsidiary of the Borrower or any Canadian Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition otherwise permitted under this Agreement; of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) restrictions imposed customary net worth provisions contained in real property leases entered into by applicable law; any Loan Party so long as such net worth provisions could not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, (iv) any restrictions existing under (A) the Senior Subordinated Notes Indenture or (B) any agreement to be entered into in connection with the incurrence of Indebtedness permitted by Sections 7.2(f) or (g) solely to the extent such agreement is no more restrictive than this Agreement, and (v) with respect to clauses (b) and clause (c) aboveonly, (A) agreements described in clauses (b)-(d) of Section 7.13, to the extent set forth in such clauses and (B) restrictions pursuant to any joint venture agreement solely with respect to the transfer of the assets or Capital Stock of the related Joint Venture; (v) Permitted Transfer Restrictions; (vi) [reserved]; and (vii) any restrictions existing under asset contained in an agreement that amends, refinances or replaces any agreement containing restrictions has been entered into in connection with a disposition of such asset permitted under the preceding clauses (i) through (vi), provided that, the terms and conditions of any such agreement, as they relate to any such restrictions are no less favorable to the Borrower and its Subsidiaries, as applicable, than those under the agreement so amended, refinanced or replaced, taken as a wholehereunder.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual contractual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents; Documents and (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; provided that this Section shall not apply to (x) encumbrances or restrictions arising by reason of customary non-assignment or no-subletting clauses in leases or other contracts entered into in the ordinary course of business and consistent with past practices or (y) encumbrances or restrictions in agreements governing any purchase money Liens (or any Permitted Refinancing in respect thereof) or Capital Lease Obligations otherwise permitted under this Agreement; hereby (iii) restrictions imposed by applicable law; (iv) with respect to clauses (b) and (c) abovein which case, restrictions pursuant to any joint venture agreement solely with respect to the transfer of prohibition or limitation shall only be effective against the assets or Capital Stock of financed thereby and in the related Joint Venture; (v) Permitted Transfer Restrictions; (vi) [reserved]; and (vii) any restrictions existing under an agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (i) through (vi), provided that, the terms and conditions case of any such Permitted Refinancing of purchase money Indebtedness, no more restrictive than that in the relevant refinanced agreement, as they relate to any such restrictions are no less favorable to the Borrower and its Subsidiaries, as applicable, than those under the agreement so amended, refinanced or replaced, taken as a whole).

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents; , (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition otherwise permitted under this Agreement; of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) restrictions imposed by applicable law; any instruments pursuant to which Vehicle Debt is outstanding or secured, (iv) with respect any restriction existing under documentation governing Indebtedness permitted to clauses be incurred under Section 6.2(e), (bg), (i), (j), (k) and (c) above, restrictions pursuant to any joint venture agreement solely with respect to the transfer of the assets or Capital Stock of the related Joint Venturet); (v) Permitted Transfer Restrictionsany restrictions arising by reason of customary non-assignment provisions in leases entered into in the ordinary course of business; (vi) [reserved]customary provisions restricting dispositions of real property interest set forth in any reciprocal easement agreements of the Loan Parties; and (vii) any restrictions arising or existing under an agreement that amendsby reason of Requirements of Law, refinances or replaces any agreement containing including, without limitation, restrictions permitted under on the preceding clauses (i) through (vi), provided that, payment of dividends on the terms and conditions of any such agreement, as they relate to any such restrictions are no less favorable to the Borrower and its Subsidiaries, as applicable, than those under the agreement so amended, refinanced or replaced, taken as Insurance Companies imposed by a wholeGovernmental Authority.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Restricted Subsidiary, (b) make Investments in the Borrower or any other Restricted Subsidiary or (c) transfer any of its assets to the Borrower or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents; (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition otherwise permitted under this Agreementof all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; (iii) customary restrictions imposed by applicable lawin an agreement to Dispose of assets in a transaction permitted under Section 7.5 solely to the extent that such restriction applies solely to the assets to be Disposed; (iv) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business consistent with respect past practices (in each case applicable solely to clauses (b) such lease or license or the Property subject to such lease or license); and (c) above, restrictions pursuant to any joint venture agreement solely with respect to the transfer of the assets or Capital Stock of the related Joint Venture; (v) Permitted Transfer Restrictions; customary restrictions on transfers of assets contained in any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (vi) [reserved]; and (vii) in which case, any restrictions existing under an agreement that amends, refinances prohibition or replaces any agreement containing restrictions permitted under limitation shall only be effective against the preceding clauses (i) through (viassets financed thereby), provided that, the terms and conditions of any such agreement, as they relate to any such restrictions are no less favorable to the Borrower and its Subsidiaries, as applicable, than those under the agreement so amended, refinanced or replaced, taken as a whole.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock Security of such Subsidiary held by, or pay any Indebtedness owed to, of the Borrower or any other SubsidiaryBorrower, (b) make Investments in loans or advances to the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents; Documents or any other agreements in effect on the date of this Agreement, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition otherwise permitted under this Agreement; of all or substantially all of the properties or assets of such Subsidiary or all of the Capital Securities of such Subsidiary owned by the Borrower, directly or indirectly through Subsidiary, or (iii) restrictions imposed by applicable law; (iv) with respect to clauses (b) and (c) above, restrictions pursuant to any joint venture agreement solely with respect to the transfer of the assets or Capital Stock of the related Joint Venture; (v) Permitted Transfer Restrictions; (vi) [reserved]; and (vii) any restrictions existing under an any agreement that amends, refinances or replaces any agreement containing the restrictions permitted under the preceding clauses referred to in clause (i) through or (vi)ii) above, provided thatPROVIDED, that the terms and conditions of any such agreement, as they relate to any such restrictions agreement are no less favorable to the Borrower and its Subsidiaries, as applicable, Lenders than those under the this agreement so amended, refinanced or replaced, taken as a whole.";

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents; , (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition otherwise permitted under this Agreement; of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) restrictions imposed in the Senior Subordinated Note Indenture (and any refinancings, refundings, renewals or extensions thereof permitted by applicable law; Section 7.2(k)), (iv) with respect to restrictions arising by reason of customary non-assignment or no-subletting clauses (b) and (c) abovein leases or other contracts entered into in the ordinary course of business, restrictions pursuant to any joint venture agreement solely with respect to the transfer of the assets or Capital Stock of the related Joint Venture; (v) Permitted Transfer Restrictions; purchase money obligations or Capital Lease Obligations permitted by Section 7.2(c) (or refinancings thereof that impose no more restrictive restrictions) for property acquired, improved, repaired or constructed in the ordinary course of business that impose restrictions of the nature described in clause (iv) above solely on the property so acquired, improved repaired or constructed, and (vi) [reserved]; and (vii) any restrictions existing under an agreement that amends, refinances or replaces any agreement containing restrictions Liens on assets permitted under by Section 7.3 solely to the preceding clauses (i) through (vi), provided that, the terms and conditions of any such agreement, as they relate to any extent such restrictions are no less favorable apply to the Borrower and its Subsidiaries, as applicable, than those under the agreement so amended, refinanced or replaced, taken as a wholeassets subject to such Lien.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents; , (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition otherwise permitted under this Agreement; of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) restrictions imposed by applicable law; any instruments pursuant to which Vehicle Debt is outstanding or secured, (iv) with respect any restriction existing under documentation governing Indebtedness permitted to clauses be incurred under Section 7.2(e), (bg), (i), (j) (k) and (c) abovet), restrictions pursuant to any joint venture agreement solely with respect to the transfer of the assets or Capital Stock of the related Joint Venture; (v) Permitted Transfer Restrictionsany restrictions arising by reason of customary non-assignment provisions in leases entered into in the ordinary course of business; (vi) [reserved]customary provisions restricting dispositions of real property interest set forth in any reciprocal easement agreements of the Loan Parties; and (vii) any restrictions arising or existing under an agreement that amendsby reason of Requirements of Law, refinances or replaces any agreement containing including, without limitation, restrictions permitted under on the preceding clauses (i) through (vi), provided that, payment of dividends on the terms and conditions of any such agreement, as they relate to any such restrictions are no less favorable to the Borrower and its Subsidiaries, as applicable, than those under the agreement so amended, refinanced or replaced, taken as Insurance Companies imposed by a wholeGovernmental Authority.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents; , (ii) any restrictions in the WPL Note Purchase Agreement, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition otherwise permitted under this Agreement; (iii) restrictions imposed by applicable law; of all or substantially all of the Capital Stock or assets of such Subsidiary, (iv) with respect to clauses (b) and (c) above, restrictions pursuant to any joint venture agreement solely with respect to the transfer of the assets or Capital Stock of the related Joint Venture; (v) Permitted Transfer Restrictions; (vi) [reserved]; and (vii) any restrictions existing under an agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (i) through (vi), provided that, the terms and conditions constituent documents of any such agreementSubsidiary or (v) any restrictions with respect to an Unrestricted Subsidiary, as they relate to provided, that any such restrictions are no less favorable restriction described in this clause (v) relates to Indebtedness that finances the Borrower and its Subsidiariesacquisition of the Capital Stock or the assets of such Unrestricted Subsidiary or the Capital Stock or assets of any other Unrestricted Subsidiary, as applicable, than those under or that finances the agreement so amended, refinanced working capital needs (including Capital Expenditures) or replaced, taken as a wholeother financial obligations of such Unrestricted Subsidiary or any other Unrestricted Subsidiary.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents; , (ii) any restrictions existing under the Senior Discount Note Indenture and the Senior Note Indenture, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition otherwise permitted under this Agreement; (iii) restrictions imposed by applicable law; of all or substantially all of the Capital Stock or assets of such Subsidiary, (iv) any restrictions with respect to clauses (b) and (c) above, restrictions a Subsidiary imposed pursuant to any joint venture agreement solely with respect to the transfer of the assets agreements governing any Additional Senior Debt or Capital Stock of the related Joint Venture; (v) Permitted Transfer Restrictions; (vi) [reserved]; and (vii) any restrictions existing under an agreement that amendsSubordinated Debt permitted by this Agreement, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (i) through (vi), provided that, the terms and conditions of any such agreement, so long as they relate to any such restrictions are no less favorable to the Borrower and its Subsidiaries, as applicable, more restrictive than those under set forth herein and (v) in the agreement so amendedcase of clause (c), refinanced any restrictions with respect to a Subsidiary imposed pursuant to any agreements governing any purchase money Liens or replacedCapital Lease Obligations otherwise permitted hereby (in which case, taken as a wholeany restriction on asset transfers shall only be effective against the assets financed thereby).

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction (collectively, "SUBSIDIARY RESTRICTIONS") on the ability of any Subsidiary of Packard to (a) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower Packard or any other SubsidiarySubsidiary of Packard, (b) make Investments in the Borrower loans or advances to Packard or any other Subsidiary of Packard or (c) transfer any of its assets to the Borrower Packard or any other SubsidiarySubsidiary of Packard (excluding, in the case of this clause (c), any such encumbrances or restrictions created by any agreements governing any purchase money liens or Capital Lease Obligations otherwise permitted hereby, in which case any encumbrance or limitation shall only be effective against the assets financed thereby), except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents; Documents or the Subordinated Note Indenture or any other agreements in effect on the date hereof and listed on Schedule 6.16, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition otherwise permitted under this Agreement; sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) restrictions imposed by applicable law; (iv) with respect to clauses (b) and (c) above, restrictions pursuant to any joint venture agreement solely with respect to the transfer of the assets or Capital Stock of the related Joint Venture; (v) Permitted Transfer Restrictions; (vi) [reserved]; and (vii) any restrictions existing under an any agreement that amends, refinances or replaces any agreement containing the restrictions permitted under the preceding clauses referred to in clause (i) through or (vi)ii) above, provided that, PROVIDED that the terms and conditions of any such agreement, as they relate to any such restrictions agreement are no less favorable to the Borrower and its Subsidiaries, as applicable, Lenders than those under the agreement so amended, refinanced or replaced, taken replaced or (iv) any restrictions with respect to MCS imposed pursuant to its limited liability company agreement as a wholeoriginally in effect.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Parent, the Borrower or any other Subsidiary, (b) make Investments in the Parent, the Borrower or any other Subsidiary or (c) transfer any of its assets to the Parent, the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents; , the Pre-Petition Loan Documents and the Existing Indentures, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition otherwise permitted under this Agreement; of all or substantially all of the Capital Stock or assets of such Subsidiary (and any restrictions contained in agreements entered into in connection with any Disposition required by Section 6.17), (iii) restrictions imposed on transfers of assets subject to Liens permitted by applicable law; Section 7.3(g) and (iv) with respect to clauses (b) and (c) abovecustomary provisions restricting assignments, restrictions pursuant to any subletting or other transfers contained in leases, licenses, joint venture agreement solely with respect to agreements and similar agreements entered into in the transfer ordinary course of the assets or Capital Stock of the related Joint Venturebusiness; (v) Permitted Transfer Restrictions; (vi) [reserved]; and (vii) any provided, that such restrictions existing under an agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses are (i) through (vi)limited to the property or assets subject to such leases, provided thatlicenses, the terms and conditions of any such agreementjoint venture agreements or similar agreements, as they relate to any such restrictions are no less favorable to the Borrower case may be and its Subsidiaries, as applicable, than those (ii) enforceable under the agreement so amended, refinanced or replaced, taken as a wholeapplicable law.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of DW Animation to (a) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock of Equity Interest in such Subsidiary held by, or pay any Indebtedness owed to, the Borrower DW Animation or any other SubsidiarySubsidiary of DW Animation, (b) make Investments in the Borrower loans or advances to DW Animation or any other Subsidiary of DW Animation or (c) transfer any of its assets to the Borrower DW Animation or any other SubsidiarySubsidiary of DW Animation, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents; Documents or any other agreements in effect on the Closing Date, (ii) any restrictions, with respect to a Subsidiary that is not a Subsidiary on the Closing Date, under any agreement in existence at the time such Subsidiary becomes a Subsidiary, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with for the Disposition otherwise permitted under this Agreement; (iii) restrictions imposed by applicable law; sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, or (iv) with respect to clauses (b) and (c) above, restrictions pursuant to any joint venture agreement solely with respect to the transfer of the assets or Capital Stock of the related Joint Venture; (v) Permitted Transfer Restrictions; (vi) [reserved]; and (vii) any restrictions existing under an any agreement that amends, refinances or replaces any agreement containing the restrictions permitted under the preceding clauses referred to in clause (i) through (vi), (ii) or (iii) above; provided that, that the terms and conditions of any such agreement, as they relate to any such restrictions agreement are no less favorable to the Borrower and its Subsidiaries, as applicable, Lenders than those under the agreement so amended, refinanced or replaced, taken as a whole.

Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction (collectively, "Subsidiary Restrictions") on the ability of any Subsidiary of Packard to (a) pay dividends or make Restricted Payments any other distributions in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower Packard or any other SubsidiarySubsidiary of Packard, (b) make Investments in the Borrower loans or advances to Packard or any other Subsidiary of Packard or (c) transfer any of its assets to the Borrower Packard or any other SubsidiarySubsidiary of Packard (excluding, in the case of this clause (c), any such encumbrances or restrictions created by any agreements governing any purchase money liens or Capital Lease Obligations otherwise permitted hereby, in which case any encumbrance or limitation shall only be effective against the assets financed thereby), except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents; Documents or the Subordinated Note Indenture or any other agreements in effect on the date hereof and listed on Schedule 6.16, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that which has been entered into in connection with the Disposition otherwise permitted under this Agreement; sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, or (iii) restrictions imposed by applicable law; (iv) with respect to clauses (b) and (c) above, restrictions pursuant to any joint venture agreement solely with respect to the transfer of the assets or Capital Stock of the related Joint Venture; (v) Permitted Transfer Restrictions; (vi) [reserved]; and (vii) any restrictions existing under an any agreement that amends, refinances or replaces any agreement containing the restrictions permitted under the preceding clauses referred to in clause (i) through or (vi)ii) above, provided that, that the terms and conditions of any such agreement, as they relate to any such restrictions agreement are no less favorable to the Borrower and its Subsidiaries, as applicable, Lenders than those under the agreement so amended, refinanced or replaced, taken as a whole.