Common use of Limitations on Restrictive Agreements Clause in Contracts

Limitations on Restrictive Agreements. The Company will not, and it will not cause or permit any Subsidiary to, enter into, or permit to exist, any agreement with any Person which prohibits or limits the ability of the Company or such Subsidiary, as the case may be, to (a) pay dividends or make other distributions or prepay any Indebtedness owed to the Company and/or any Subsidiary, (b) make loans or advances to the Company and/or any Subsidiary, (c) transfer any of its Properties to the Company and/or any Subsidiary (other than with respect to Property subject to Liens permitted by clauses (h) or (i) of the definition of Permitted Liens) or (d) create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired (other than with respect to Property subject to Liens permitted by clauses (h) or (i) of the definition of Permitted Liens); provided that the foregoing shall not apply to restrictions in effect on the date of this Agreement contained in agreements governing Debt outstanding on the date of this Agreement and listed on Schedule 5.02(o) attached hereto and, if such Debt is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinanced Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive in any material respect than those contained in the agreements governing the Debt being renewed, extended or refinanced.

Limitations on Restrictive Agreements. The Company Borrower will not, and it will not cause or permit any Subsidiary to, enter into, or permit to exist, any agreement with any Person which prohibits or limits the ability of the Company Borrower or such Subsidiary, as the case may be, to (a) pay dividends or make other distributions or prepay any Indebtedness owed to the Company Borrower and/or any Subsidiary, (b) make loans or advances to the Company Borrower and/or any Subsidiary, (c) transfer any of its Properties properties or assets to the Company Borrower and/or any Subsidiary (other than with respect to Property assets subject to Liens permitted by clauses clause (h) or (ig) of the definition of Permitted Liens) or (d) create, incur, assume or suffer to exist any Lien upon any of its Property property, assets or revenues, whether now owned or hereafter acquired (other than with respect to Property assets subject to Liens permitted by clauses clause (h) or (ig) of the definition of Permitted Liens); provided that the foregoing shall not apply to restrictions in effect on the date of this Agreement contained in agreements governing Debt outstanding on the date of this Agreement and listed on Schedule 5.02(o5.02(p) attached hereto and, if such Debt is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinanced Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive in any material respect than those contained in the agreements governing the Debt being renewed, extended or refinanced.

Limitations on Restrictive Agreements. The Company will not, and it any Guarantor will not directly or indirectly (i) enter into or assume any agreement, document, license, instrument or other arrangement (other than the Indenture Documents) prohibiting (or having the effect of prohibiting) the creation or assumption of any Lien except for Permitted Liens upon its properties or assets, whether now owned or hereafter acquired or (ii) create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind (except as provided by the Indenture Documents) on the ability of any Subsidiary to, enter into, : (A) pay or permit make Restricted Payments to existthe Company, any agreement with Guarantor or any Person which prohibits or limits the ability of the Company or such Subsidiary, as the case may be, to ; (aB) pay dividends or make other distributions or prepay any Indebtedness owed to the Company and/or Company, any Guarantor or any Subsidiary, ; (bC) make loans or advances to the Company and/or Company, any Subsidiary, Guarantor; or (cD) transfer any of its Properties property or assets to the Company and/or Company, any Subsidiary (other than with respect to Property subject to Liens permitted by clauses (h) Guarantor or (i) of the definition of Permitted Liens) or (d) create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired (other than with respect to Property subject to Liens permitted by clauses (h) or (i) of the definition of Permitted Liens)Subsidiary; provided that the foregoing clause (ii) shall not apply to (1) restrictions in effect on the date of or conditions imposed by law, by this Agreement contained in agreements governing Debt outstanding on the date of Indenture or any other Indenture Document, (2) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement and listed on Schedule 5.02(o) attached hereto and, if such Debt is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinanced Debt (and successive renewals, extensions and refinancings thereof) Indenture if such restrictions are no more restrictive and conditions apply only to the property or assets securing such Indebtedness, and (3) any agreement in any material respect than those contained connection with an asset sale permitted by Section 4.16 pending consummation of such asset sale solely to the extent it relates only to property being sold in the agreements governing the Debt being renewed, extended or refinancedsuch permitted asset sale.

Limitations on Restrictive Agreements. The Company will notNone of the Borrowers ------------------------------------- will, and it they will not cause or permit any Subsidiary to, enter into, or permit to exist, any agreement with any Person which prohibits or limits the ability of the Company such Borrower or such Subsidiary, as the case may be, to (a) pay dividends or make other distributions or prepay any Indebtedness owed to the Company any Borrower and/or any Subsidiary, (b) make loans or advances to the Company any Borrower and/or any Subsidiary, (c) transfer any of its Properties to the Company any Borrower and/or any Subsidiary (other than with respect to Property subject to Liens permitted by clauses (hg) or (ih) of the definition of Permitted Liens) or (d) create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired (other than with respect to Property subject to Liens permitted by clauses (hg) or (ih) of the definition of Permitted Liens); provided that the foregoing shall not apply to restrictions in effect on the date of this Agreement contained in agreements governing Debt outstanding on the date of this Agreement and listed on Schedule 5.02(o5.02(n) attached hereto and, if such Debt is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinanced Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive in any material respect than those contained in the agreements governing the Debt being renewed, extended or refinanced.

Limitations on Restrictive Agreements. The Company will notNo Loan Party shall, and it will not or shall permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist any Subsidiary to, enter into, consensual encumbrance or permit to exist, any agreement with any Person consensual restriction which prohibits or limits the ability of the Company or such Subsidiary, as the case may be, to of: (a) any Loan Party or Restricted Subsidiary to pay dividends or make any other distributions or prepay any Indebtedness owed to the Company and/or or any SubsidiaryRestricted Subsidiary (1) on its Equity Interests; or (2) with respect to any other interest or participation in, or measured by, its profits; (b) any Loan Party or Restricted Subsidiary to make loans or advances to the Company and/or or any Restricted Subsidiary that is a direct or indirect parent of such Subsidiary, ; (c) transfer any of its Properties Loan Party to the Company and/or any Subsidiary (other than with respect to Property subject to Liens permitted by clauses (h) or (i) of the definition of Permitted Liens) or (d) create, incur, assume incur or suffer permit to exist any Lien in favor of the Administrative Agent upon any of its Property the Collateral; except in each case for such encumbrances or revenues, whether now owned restrictions existing under or hereafter acquired (other than with respect to Property subject to Liens permitted by clauses (h) or reason of: (i) of the definition of Permitted Liens); provided that the foregoing shall not apply to (A) contractual encumbrances or restrictions in effect on the date hereof and (B) contractual encumbrances or restrictions pursuant to this Agreement, the other Loan Documents, and, in each case, similar contractual encumbrances effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (ii) (A) this Agreement Agreement, (B) the ABL Documents, (C) the ABL Intercreditor Agreement, and (D) the Factoring Agreements; (iii) applicable law or any applicable rule, regulation or order; (iv) any agreement or other instrument of a Person acquired by a Loan Party or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (v) contracts or agreements for the sale of assets to the extent such sale is not prohibited pursuant to the terms hereof, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of such Restricted Subsidiary; (vi) (A) secured Indebtedness otherwise permitted to be Incurred pursuant to Section 6.01 and Section 6.07 that limits the right of the debtor to dispose of or grant Liens on the assets securing such Indebtedness and (B) contractual encumbrances or restrictions under any agreement governing any Indebtedness existing as of the Closing Date; (vii) customary net worth provisions contained in real property leases entered into by any Loan Party or Restricted Subsidiary, so long as the Company has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Company and its Restricted Subsidiaries to meet their ongoing obligations; (viii) customary provisions in joint venture agreements governing Debt outstanding and other similar agreements entered into in the ordinary course of business and relating solely to the applicable Joint Venture; (ix) purchase money obligations to the extent not prohibited hereunder for property acquired and Finance Lease Obligations in the ordinary course of business; (x) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business; (xi) any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including without limitation, licenses of intellectual property) or other contracts; (xii) other Indebtedness, Disqualified Stock or Preferred Stock (A) of the Company or any Restricted Subsidiary that is a Loan Party or a Foreign Subsidiary or (B) of any Restricted Subsidiary that is not a Loan Party or a Foreign Subsidiary that is not a Loan Party so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect any Loan Party’s ability to make anticipated principal or interest payments on the date of this Agreement and listed on Schedule 5.02(o) attached hereto andLoans (as determined in good faith by the Company in consultation with the Administrative Agent), if such Debt is renewed, extended or refinanced, restrictions provided that in the agreements governing case of each of clauses (A) and (B), such Indebtedness, Disqualified Stock or Preferred Stock is permitted pursuant to Section 6.01; (xiii) any Investment not prohibited by Section 6.02; (xiv) customary restrictions and conditions contained in the reneweddocument relating to any Lien, extended so long as (1) such Lien is a Permitted Lien and such restrictions or refinanced Debt conditions relate only to the specific asset subject to such Lien, and (2) such restrictions and successive conditions are not created for the purpose of avoiding the restrictions imposed by this Section 6.03; (xv) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (xvi) any encumbrances or restrictions of the type referred to in Section 6.03(a), (b), or (c) above imposed by any amendments, modifications, restatements, renewals, extensions and increases, supplements, refundings, replacements or refinancings thereofof the contracts, instruments or obligations referred to in clauses (i) if through (xiv) above; provided that such restrictions are amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive in any material with respect to such dividend and other payment restrictions than those contained in the agreements governing dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 6.03, (i) the Debt priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being renewed, extended paid on common stock shall not be deemed a restriction on the ability to make distributions on Equity Interests and (ii) the subordination of loans or refinancedadvances made to the Company or a Restricted Subsidiary to other Indebtedness Incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Limitations on Restrictive Agreements. The Company and any Guarantor will not, and it will not nor permit any Restricted Subsidiary to, directly or indirectly (i) enter into or assume any agreement, document, license, instrument or other arrangement (other than the Agreement Documents) prohibiting (or having the effect of prohibiting) the creation or assumption of any Lien on Collateral or (ii) create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind (except as provided by the Agreement Documents) on the ability of any Subsidiary to, enter into, : (A) pay or permit make Restricted Payments to existthe Company, any agreement with Guarantor or any Person which prohibits or limits the ability of the Company or such Subsidiary, as the case may be, to ; (aB) pay dividends or make other distributions or prepay any Indebtedness owed to the Company and/or Company, any Guarantor or any Subsidiary, ; (bC) make loans or advances to the Company and/or Company, any Guarantor or any other Subsidiary, ; (cD) transfer any of its Properties property or assets to the Company and/or Company, any Guarantor or any Subsidiary (other than with respect to Property subject to Liens permitted by clauses (h) or (iE) limit the ability of any Person required to Guarantee the definition of Permitted Liens) or (d) create, incur, assume or suffer Agreement Obligations to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired (other than with respect to Property subject to Liens permitted by clauses (h) or (i) of the definition of Permitted Liens)so Guarantee; provided that the foregoing clause (ii) shall not apply to (1) restrictions in effect on the date of or conditions imposed by law, by this Agreement contained in agreements governing Debt outstanding on the date of or any other Agreement Document, (2) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement and listed on Schedule 5.02(o) attached hereto and, if such Debt is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinanced Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive and conditions apply only to the property or assets securing such Indebtedness, and (3) any agreement in any material respect than those contained in the agreements governing the Debt being renewed, extended or refinanced.connection with an asset sale permitted by Section

Limitations on Restrictive Agreements. The Company will notNo Loan Party shall, and it will not or shall permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist any Subsidiary to, enter into, consensual encumbrance or permit to exist, any agreement with any Person consensual restriction which prohibits or limits the ability of the Company or such Subsidiary, as the case may be, to of: (a) any Loan Party or Restricted Subsidiary to pay dividends or make any other distributions or prepay any Indebtedness owed to the Company and/or or any SubsidiaryRestricted Subsidiary (1) on its Equity Interests; or (2) with respect to any other interest or participation in, or measured by, its profits; (b) any Loan Party or Restricted Subsidiary to make loans or advances to the Company and/or or any Restricted Subsidiary that is a direct or indirect parent of such Subsidiary, ; (c) transfer any of its Properties Loan Party to the Company and/or any Subsidiary (other than with respect to Property subject to Liens permitted by clauses (h) or (i) of the definition of Permitted Liens) or (d) create, incur, assume incur or suffer permit to exist any Lien in favor of the Administrative Agent upon any of its Property the Collateral; except in each case for such encumbrances or revenues, whether now owned restrictions existing under or hereafter acquired (other than with respect to Property subject to Liens permitted by clauses (h) or reason of: (i) of the definition of Permitted Liens); provided that the foregoing shall not apply to (A) contractual encumbrances or restrictions in effect on the date hereof and, with respect to any such encumbrances in described in Section 6.03(c) which are in a Material Agreement, as set forth on Schedule 6.03, and (B) contractual encumbrances or restrictions pursuant to this Agreement, the other Loan Documents, and, in each case, similar contractual encumbrances effected by any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings of such agreements or instruments; (ii) (A) this Agreement Agreement, (B) the ABL Documents, (C) the ABL Intercreditor Agreement, and (D) if applicable, the documents governing a Permitted Consigned Inventory Financing or Permitted Wholesale A/R Financing; (iii) applicable law or any applicable rule, regulation or order; (iv) any agreement or other instrument of a Person acquired by a Loan Party or any Restricted Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (v) contracts or agreements for the sale of assets to the extent such sale is not prohibited pursuant to the terms hereof, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of such Restricted Subsidiary; (vi) (A) secured Indebtedness otherwise permitted to be Incurred pursuant to Section 6.01 and Section 6.07 that limits the right of the debtor to dispose of or grant Liens on the assets 102 11584747 securing such Indebtedness and (B) contractual encumbrances or restrictions under any agreement governing any Indebtedness existing as of the Closing Date; (vii) customary net worth provisions contained in real property leases entered into by any Loan Party or Restricted Subsidiary, so long as the Company has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Company and its Restricted Subsidiaries to meet their ongoing obligations; (viii) customary provisions in joint venture agreements governing Debt outstanding and other similar agreements entered into in the ordinary course of business and relating solely to the applicable Joint Venture; (ix) purchase money obligations to the extent not prohibited hereunder for property acquired and Finance Lease Obligations in the ordinary course of business; (x) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business; (xi) any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including without limitation, licenses of intellectual property) or other contracts; (xii) other Indebtedness, Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary, in each case, so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect any Loan Party’s ability to make anticipated principal or interest payments on the date of this Agreement Loans (as determined in good faith by the Company), provided that such Indebtedness, Disqualified Stock or Preferred Stock is permitted pursuant to Section 6.01; (xiii) any Investment not prohibited by Section 6.02; (xiv) customary restrictions and listed on Schedule 5.02(o) attached hereto and, if such Debt is renewed, extended or refinanced, restrictions conditions contained in the agreements governing document relating to any Lien, so long as (1) such Lien is a Permitted Lien and such restrictions or conditions relate only to the renewedspecific asset subject to such Lien, extended and (2) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 6.03; (xv) [Reserved]; (xvi) any encumbrances or refinanced Debt restrictions of the type referred to in Section 6.03(a), (and successive b), or (c) above imposed by any amendments, modifications, restatements, renewals, extensions and increases, supplements, refundings, replacements or refinancings thereofof the contracts, instruments or obligations referred to in clauses (i) if through (xiv) above; provided that such restrictions are amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive in any material with respect to such dividend and other payment restrictions than those contained in the agreements governing dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 6.03, (i) the Debt priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being renewed, extended or refinanced.paid on common stock shall not be deemed a restriction on the 103 11584747

Limitations on Restrictive Agreements. The Company will not, and it will not cause or permit any Subsidiary to, enter into, or permit to exist, any agreement with any Person which prohibits or limits the ability of the Company or such Subsidiary, as the case may be, to (a) pay dividends or make other distributions or prepay any Indebtedness owed to the Company and/or any Subsidiary, (b) make loans or advances to the Company and/or any Subsidiary, (c) transfer any of its Properties to the Company and/or any Subsidiary (other than with respect to Property subject to Liens permitted by clauses (hg) or (ih) of the definition of Permitted Liens) or (d) create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired (other than with respect to Property subject to Liens permitted by clauses (hg) or (ih) of the definition of Permitted Liens); provided that the foregoing shall not apply to restrictions in effect on the date of this Agreement contained in agreements governing Debt outstanding on the date of this Agreement and listed on Schedule 5.02(o) attached hereto and, if such Debt is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinanced Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive in any material respect than those contained in the agreements governing the Debt being renewed, extended or refinanced.

Limitations on Restrictive Agreements. The Company and any Guarantor will not, and it will not nor permit any Restricted Subsidiary to, directly or indirectly (i) enter into or assume any agreement, document, license, instrument or other arrangement (other than the Agreement Documents) prohibiting (or having the effect of prohibiting) the creation or assumption of any Lien on Collateral or (ii) create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind (except as provided by the Agreement Documents) on the ability of any Subsidiary to, enter into, : (A) pay or permit make Restricted Payments to existthe Company, any agreement with Guarantor or any Person which prohibits or limits the ability of the Company or such Subsidiary, as the case may be, to ; (aB) pay dividends or make other distributions or prepay any Indebtedness owed to the Company and/or Company, any Guarantor or any Subsidiary, ; (bC) make loans or advances to the Company and/or Company, any Guarantor or any other Subsidiary, ; (cD) transfer any of its Properties property or assets to the Company and/or Company, any Guarantor or any Subsidiary (other than with respect to Property subject to Liens permitted by clauses (h) or (iE) limit the ability of any Person required to Guarantee the definition of Permitted Liens) or (d) create, incur, assume or suffer Agreement Obligations to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired (other than with respect to Property subject to Liens permitted by clauses (h) or (i) of the definition of Permitted Liens)so Guarantee; provided that the foregoing clause (ii) shall not apply to (1) restrictions in effect on the date of or conditions imposed by law, by this Agreement contained in agreements governing Debt outstanding on the date of or any other Agreement Document, (2) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement and listed on Schedule 5.02(o) attached hereto and, if such Debt is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinanced Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive and conditions apply only to the property or assets securing such Indebtedness, and (3) any agreement in any material respect than those contained connection with an asset sale permitted by Section 4.15 pending consummation of such asset sale solely to the extent it relates only to property being sold in the agreements governing the Debt being renewed, extended or refinancedsuch permitted asset sale.

Limitations on Restrictive Agreements. The Company Borrower will not, and it will not cause or permit any Subsidiary to, enter into, or permit to exist, any agreement with any Person which prohibits or limits the ability of the Company Borrower or such Subsidiary, as the case may be, to (a) pay dividends or make other distributions Distributions or prepay any Indebtedness owed to the Company Borrower and/or any Subsidiary, (b) make loans or advances to the Company Borrower and/or any Subsidiary, (c) transfer any of its Properties to the Company Borrower and/or any Subsidiary (other than with respect to Property subject to Liens permitted by clauses (h) or (i) of the definition of Permitted Liens) or (d) create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired (other than with respect to Property subject to Liens permitted by clauses (h) or (i) of the definition of Permitted Liens); provided that the foregoing shall not apply to restrictions in effect on the date of this Agreement contained in agreements governing Debt outstanding on the date of this Agreement and listed on Schedule 5.02(o5.02(n) attached hereto and, if such Debt is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinanced Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive in any material respect than those contained in the agreements governing the Debt being renewed, extended or refinanced.

Limitations on Restrictive Agreements. The Company Borrower will not, and it will ------------------------------------- not cause or permit any Subsidiary to, enter into, or permit to exist, any agreement with any Person which prohibits or limits the ability of the Company Borrower or such Subsidiary, as the case may be, to (a) pay dividends or make other distributions Distributions or prepay any Indebtedness owed to the Company Borrower and/or any Subsidiary, (b) make loans or advances to the Company Borrower and/or any Subsidiary, (c) transfer any of its Properties to the Company Borrower and/or any Subsidiary (other than with respect to Property subject to Liens permitted by clauses (h) or (i) of the definition of Permitted Liens) or (d) create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired (other than with respect to Property subject to Liens permitted by clauses (h) or (i) of the definition of Permitted Liens); provided that the foregoing shall not apply to restrictions in effect on the date of this Agreement contained in agreements governing Debt outstanding on the date of this Agreement and listed on Schedule 5.02(o5.02(n) attached hereto and, ---------------- if such Debt is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinanced Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive in any material respect than those contained in the agreements governing the Debt being renewed, extended or refinanced.

Limitations on Restrictive Agreements. The Company Borrower will not, and it ---------------------------------------- will not cause or permit any Subsidiary to, enter into, or permit to exist, any agreement with any Person which prohibits or limits the ability of the Company Borrower or such Subsidiary, as the case may be, to (ai) pay dividends or make other distributions or prepay any Indebtedness owed to the Company Borrower and/or any Subsidiary, (bii) make loans or advances to the Company Borrower and/or any Subsidiary, (ciii) transfer any of its Properties to the Company Borrower and/or any Subsidiary (other than with respect to Property subject to Liens permitted by clauses (hg) or (ih) of the definition of Permitted Liens) or (div) create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired (other than with respect to Property subject to Liens permitted by clauses (hg) or (ih) of the definition of Permitted Liens); provided that the foregoing shall not apply to restrictions in effect on the date of this Agreement contained in agreements governing Debt outstanding on the date of this Agreement and listed on Schedule 5.02(o5.02(q) attached hereto and, if such Debt is renewed, extended or ----------------- refinanced, restrictions in the agreements governing the renewed, extended or refinanced Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive in any material respect than those contained in the agreements governing the Debt being renewed, extended or refinanced.

Limitations on Restrictive Agreements. The Company Borrower will not, and it will not cause or permit any Subsidiary to, enter into, or permit to exist, any agreement with any Person which prohibits or limits the ability of the Company Borrower or such Subsidiary, as the case may be, to (a) pay dividends or make other distributions or prepay any Indebtedness owed to the Company Borrower and/or any Subsidiary, (b) make loans or advances to the Company Borrower and/or any Subsidiary, (c) transfer any of its Properties to the Company Borrower and/or any Subsidiary (other than with respect to Property subject to Liens permitted by clauses (hg) or (ih) of the definition of Permitted Liens) or (d) create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired (other than with respect to Property subject to Liens permitted by clauses (hg) or (ih) of the definition of Permitted Liens); provided that the foregoing shall not apply to restrictions in effect on the date of this Agreement contained in agreements governing Debt outstanding on the date of this Agreement and listed on Schedule 5.02(o5.02(n) attached hereto and, if such Debt is renewed, extended or refinanced, restrictions in the agreements governing the renewed, extended or refinanced Debt (and successive renewals, extensions and refinancings thereof) if such restrictions are no more restrictive in any material respect than those contained in the agreements governing the Debt being renewed, extended or refinanced.