Common use of Restrictions Affecting Subsidiaries Clause in Contracts

Restrictions Affecting Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, enter into, be bound by or suffer to exist any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make other distributions or pay any Debt or Indebtedness owed to the Borrower or any Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary, (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, (e) Guarantee any Debt or Indebtedness of the Borrower or another Subsidiary or (f) suffer to exist any Lien on capital stock or other equity interests issued by it; except for any such encumbrance or restriction existing under or by reason of (i) any agreement in effect on the Effective Date as any such agreement is in effect on such date, (ii) this Agreement, (iii) any agreement with respect to Indebtedness of any Subsidiary permitted to be incurred under Section 6.02(b) or secured by a Lien permitted to be incurred under Section 6.01(d) and provided such encumbrance or restriction shall not apply to any assets of the Borrower or its Subsidiaries other than the assets of such Subsidiary subject to such Lien, (iv) any agreement binding upon such Subsidiary prior to the date on which such Subsidiary was acquired by the Borrower and outstanding on such date and provided such encumbrance or restriction shall not apply to any assets of the Borrower or its Subsidiaries other than such Subsidiary, (v) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any Subsidiary, (vi) applicable law, (vii) licenses or other agreements, including with respect to property, in the ordinary course of business consistent with prior practice and (viii) any agreement binding upon such Subsidiary so long as such encumbrance or restriction is no more restrictive than those contained in this Agreement.

Restrictions Affecting Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries toExcept as set forth on Schedule 7.18, enter into, be bound by into or suffer permit to exist any encumbrance agreement (other than the Loan Documents) with any Person which prohibits or restriction on limits the ability of any Subsidiary of the Parent's direct or indirect Subsidiaries to (a) pay dividends or make other distributions or pay any Debt or Indebtedness owed to the Parent, the Borrower or any Subsidiary, (b) make loans or advances to the Parent, the Borrower or any Subsidiary, Subsidiary or (c) transfer any of its properties or assets to the Parent, the Borrower or any Subsidiary, (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, (e) Guarantee any Debt or Indebtedness of ; provided that the Borrower or another Subsidiary or (f) suffer to exist any Lien on capital stock or other equity interests issued by it; except for any such encumbrance or restriction existing under or by reason of foregoing shall not apply to: (i) any agreement in effect on the Effective Date as any such agreement is in effect on such date, (ii) this Agreement, (iii) any agreement encumbrance or restriction with respect to Indebtedness of any a Subsidiary permitted pursuant to be incurred under Section 6.02(b) or secured by a Lien permitted to be incurred under Section 6.01(d) and provided such encumbrance or restriction shall not apply an agreement relating to any assets of the Borrower or its Subsidiaries other than the assets of Indebtedness incurred by such Subsidiary subject to such Lien, (iv) any agreement binding upon such Subsidiary on or prior to the date on which such Subsidiary was acquired by the Borrower becomes a Subsidiary and not in anticipation thereof and which Indebtedness is outstanding on such date and provided such date; (ii) any encumbrance or restriction shall not apply pursuant to an agreement effecting a refinancing of Indebtedness referred to in clause (i) above or contained in any assets of the Borrower amendment or its Subsidiaries other than such Subsidiary, (v) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any Subsidiary, (vi) applicable law, (vii) licenses or other agreements, including modification with respect to propertysuch Indebtedness; provided that the encumbrances and restrictions contained in any such agreement, amendment or modification are no more restrictive in any material respect with respect to the matters referred to in clauses (a), (b) and (c) above than the encumbrances and restrictions with respect to the Indebtedness being refinanced, amended or modified; (iii) in the case of clause (c) above, customary nonassignment provisions of any leases governing a leasehold interest or of any supply, license or other agreement entered into in the ordinary course of business consistent with prior practice and of the Parent or any Subsidiary; (viiiiv) any agreement binding upon such Subsidiary so long as such encumbrance or restriction is no more restrictive than those existing by reason of any applicable Requirement of Law; or (v) restrictions contained in this Agreementsecurity agreements securing Indebtedness of a Subsidiary to the extent such Indebtedness and related Liens are otherwise permitted hereunder and to the extent such restrictions solely restrict the transfer of property subject to such security agreements.

Restrictions Affecting Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, enter into, be bound by or suffer to exist any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make other distributions or pay any Debt or Indebtedness owed to the Borrower or any Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary, (d) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, (e) Guarantee any Debt or Indebtedness of the Borrower or another Subsidiary or (f) suffer to exist any Lien on capital stock or other equity interests issued by it; except for any such encumbrance or restriction existing under or by reason of (i) any agreement in effect on the Effective Date as any such agreement is in effect on such date, (ii) this Agreement, (iii) any agreement with respect to Indebtedness of any Subsidiary permitted to be incurred under Section 6.02(b) or secured by a Lien permitted to be incurred under Section 6.01(d) and provided such encumbrance or restriction shall not apply to any assets of the Borrower or its Subsidiaries other than the assets of such Subsidiary subject to such Lien, (iv) any agreement binding upon such Subsidiary prior to the date on which such Subsidiary was acquired by the Borrower and outstanding on such date and provided such encumbrance or restriction shall not apply to any assets of the Borrower or its Subsidiaries other than such Subsidiary, (v) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any Subsidiary, (vi) applicable law, (vii) licenses or other agreements, including with respect to property, in the ordinary course of business consistent with prior practice and (viii) any agreement binding upon such Subsidiary so long as such encumbrance or restriction is no more restrictive than those contained in this Agreement.. 57

Restrictions Affecting Subsidiaries. The Borrower will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter intodirectly or indirectly, be bound by create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (aa)(i) pay dividends or make any other distributions or pay any Debt or Indebtedness owed to the Borrower or any Subsidiaryof its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness owed to Borrower or any of its Restricted Subsidiaries; (b) make loans or advances to the Borrower or 84 Foothill/Agent Greyhound F6384-0813 91 any Subsidiary, of its Restricted Subsidiaries; or (c) transfer any of its properties or assets to the Borrower or any Subsidiary, (d) create, incur, assume or suffer to exist any Lien upon any of its propertyRestricted Subsidiaries, assets or revenues, whether now owned or hereafter acquired, (e) Guarantee any Debt or Indebtedness of the Borrower or another Subsidiary or (f) suffer to exist any Lien on capital stock or other equity interests issued by it; except for any such encumbrance encumbrances or restriction existing under or by reason of (i1) any agreement in effect on the Effective Date as any such agreement is in effect on such dateExisting Indebtedness, (ii2) this AgreementAgreement or the other Loan Documents, (iii3) any agreement with respect to Indebtedness of any Subsidiary permitted to be incurred under Section 6.02(b) or secured by a Lien permitted to be incurred under Section 6.01(d) and provided such encumbrance or restriction shall not apply to any assets of the Borrower or its Subsidiaries other than the assets of such Subsidiary subject to such LienSenior Notes, (iv) any agreement binding upon such Subsidiary prior to the date on which such Subsidiary was acquired by the Borrower and outstanding on such date and provided such encumbrance or restriction shall not apply to any assets of the Borrower or its Subsidiaries other than such Subsidiary, (v) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any Subsidiary, (vi4) applicable law, (vii5) licenses any instrument governing Indebtedness or Capital Stock of a Person acquired by Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other agreementsthan the Person, including with respect or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to propertybe incurred, (6) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with prior practice and past practices, (viii7) any agreement binding upon purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property or assets, (8) customary provisions in bona fide contracts for the sale of property or assets, or (8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Subsidiary so long Permitted Refinancing Indebtedness are not materially more restrictive, taken as such encumbrance or restriction is no more restrictive a whole, than those contained in this Agreementthe agreements governing the Indebtedness being refinanced.

Restrictions Affecting Subsidiaries. The Borrower will not, and will not permit any of its Subsidiaries to, enter Enter into, be bound by or suffer to exist exist, any encumbrance Contractual Obligation with any Person, which prohibits or restriction on limits the ability of any Material Subsidiary or any U.S. Facility Subsidiary Guarantor (other than Special Purpose Vehicle Subsidiaries and Asset Securitization Subsidiaries) to (a) pay dividends or make other distributions or pay any Debt or Indebtedness owed to the Borrower Parent or any other Subsidiary, (b) make loans or advances to the Borrower Parent or any Subsidiary, other Subsidiary or (c) transfer any of its properties or assets to the Borrower Parent or any other Subsidiary; provided, however, that this Section 8.9 shall not apply to (A) any restrictions applicable to PHH Home Loans, LLC, pursuant to the PHH Home Loans Mortgage Warehouse Facilities, (dB) createany restrictions imposed by Applicable Law, incurincluding, assume without limitation, any Applicable Law restricting payment of dividends or suffer to exist any Lien upon any of other distributions by Atrium Insurance Corporation and its property, assets or revenues, whether now owned or hereafter acquiredsuccessors and assigns, (eC) Guarantee (i) any Debt restrictions imposed by the Specified Senior Notes or (ii) any Indebtedness that refinances or replaces such notes or any future indenture pursuant to which Indebtedness of the Borrower Parent is issued, in each case, which, in the aggregate, is not materially more restrictive than the terms of the Specified Senior Notes or another the 2016 Notes, in each case as in effect on the Closing Date (as determined in good faith by a financial officer of the Parent), (D) any restriction 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, to the extent permitted under this Agreement, (fE) suffer any agreement governing any purchase money Liens or Capital Lease otherwise permitted hereby if the applicable restriction applies only to exist any Lien on capital stock the assets subject to such Liens or other equity interests issued by it; except for any such encumbrance or restriction existing under or by reason of Capital Lease, (iF) any agreement in effect on at the Effective Date as any time such agreement is in effect on such date, (ii) this Agreement, (iii) any agreement with respect to Indebtedness of any Subsidiary permitted to be incurred under Section 6.02(b) or secured by becomes a Lien permitted to be incurred under Section 6.01(d) and provided such encumbrance or restriction shall not apply to any assets Subsidiary of the Borrower or its Subsidiaries other than the assets of such Subsidiary subject to such LienParent, (iv) any agreement binding upon such Subsidiary prior to the date on which such Subsidiary was acquired by the Borrower and outstanding on such date and provided such encumbrance or restriction shall not apply to any assets of the Borrower or its Subsidiaries other than such Subsidiary, (v) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any Subsidiary, (vi) applicable law, (vii) licenses or other agreements, including with respect to property, in the ordinary course of business consistent with prior practice and (viii) any agreement binding upon such Subsidiary so long as such encumbrance or agreement was not entered into in contemplation of such Person becoming a Subsidiary and applies only to such Subsidiary and its property, (G) any instrument assumed in connection with any Acquisition permitted under Section 8.12, which restriction is no more restrictive not applicable to any Person, or the properties or assets of any Person, other than those contained in the Person or the properties or assets of the Person so acquired, (H) Contractual Obligations relating to secured Indebtedness permitted pursuant to Section 8.1 (including financing through repurchase agreements) to the extent that such restrictions apply only to the property or assets securing such Indebtedness (or assets subject to such repurchase agreement refinancing) or (I) any restrictions imposed under any agreement containing a recourse obligation permitted under Section 8.1(o) of this AgreementParent Guaranty to the extent such restrictions apply only to the asset subject to the applicable financing.

Restrictions Affecting Subsidiaries. The Borrower will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter intodirectly or indirectly, be bound by create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (aa)(i) pay dividends or make any other distributions or pay any Debt or Indebtedness owed to the Borrower or any Subsidiaryof its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (bii) make pay any indebtedness owed to Borrower or any of its Restricted Schedule 1, Pg. 00 00 Xxxxxxxxxxxx; (x) xxxe loans or advances to the Borrower or any Subsidiary, of its Restricted Subsidiaries; or (c) transfer any of its properties or assets to the Borrower or any Subsidiary, (d) create, incur, assume or suffer to exist any Lien upon any of its propertyRestricted Subsidiaries, assets or revenues, whether now owned or hereafter acquired, (e) Guarantee any Debt or Indebtedness of the Borrower or another Subsidiary or (f) suffer to exist any Lien on capital stock or other equity interests issued by it; except for any such encumbrance encumbrances or restriction restrictions existing under or by reason of (i1) any agreement in effect on the Effective Date as any such agreement is in effect on such dateExisting Indebtedness, (ii2) this AgreementAgreement or the other Loan Documents, (iii3) any agreement with respect to Indebtedness of any Subsidiary permitted to be incurred under Section 6.02(b) or secured by a Lien permitted to be incurred under Section 6.01(d) and provided such encumbrance or restriction shall not apply to any assets of the Borrower or its Subsidiaries other than the assets of such Subsidiary subject to such LienSenior Notes, (iv) any agreement binding upon such Subsidiary prior to the date on which such Subsidiary was acquired by the Borrower and outstanding on such date and provided such encumbrance or restriction shall not apply to any assets of the Borrower or its Subsidiaries other than such Subsidiary, (v) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any Subsidiary, (vi4) applicable law, (vii5) licenses any instrument governing Indebtedness or Capital Stock of a Person acquired by Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other agreementsthan the Person, including with respect or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to propertybe incurred, (6) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with prior practice and past practices, (viii7) any agreement binding upon purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property or assets, (8) customary provisions in bona fide contracts for the sale of property or assets, or (9) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Subsidiary so long Permitted Refinancing Indebtedness are not materially more restrictive, taken as such encumbrance or restriction is no more restrictive a whole, than those contained in this Agreementthe agreements governing the Indebtedness being refinanced.

Restrictions Affecting Subsidiaries. The Borrower will shall not, and will shall not permit any of its Restricted Subsidiaries to, enter intodirectly or indirectly, be bound by create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (aa)(i) pay dividends or make any other distributions or pay any Debt or Indebtedness owed to the Borrower or any Subsidiaryof its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any indebtedness owed to Borrower or any of its Restricted Subsidiaries; (b) make loans or advances to the Borrower or any Subsidiary, of its Restricted Subsidiaries; or (c) transfer any of its properties or assets to the Borrower or any Subsidiary, (d) create, incur, assume or suffer to exist any Lien upon any of its propertyRestricted Subsidiaries, assets or revenues, whether now owned or hereafter acquired, (e) Guarantee any Debt or Indebtedness of the Borrower or another Subsidiary or (f) suffer to exist any Lien on capital stock or other equity interests issued by it; except for any such encumbrance encumbrances or restriction restrictions existing under or by reason of (i1) any agreement in effect on the Effective Date as any such agreement is in effect on such dateExisting Indebtedness, (ii2) this AgreementAgreement or the other Loan Documents, (iii3) any agreement with respect to Indebtedness of any Subsidiary permitted to be incurred under Section 6.02(b) or secured by a Lien permitted to be incurred under Section 6.01(d) and provided such encumbrance or restriction shall not apply to any assets of the Borrower or its Subsidiaries other than the assets of such Subsidiary subject to such LienSenior Notes, (iv) any agreement binding upon such Subsidiary prior to the date on which such Subsidiary was acquired by the Borrower and outstanding on such date and provided such encumbrance or restriction shall not apply to any assets of the Borrower or its Subsidiaries other than such Subsidiary, (v) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any Subsidiary, (vi4) applicable law, (vii5) licenses any instrument governing Indebtedness or Capital Stock of a Person acquired by Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other agreementsthan the Person, including with respect or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to propertybe incurred, (6) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with prior practice and past practices, (viii7) any agreement binding upon purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property or assets, (8) customary provisions in bona fide contracts for the sale of property or assets, or (9) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Subsidiary so long Permitted Refinancing Indebtedness are not materially more restrictive, taken as such encumbrance or restriction is no more restrictive a whole, than those contained in this Agreementthe agreements governing the Indebtedness being refinanced.