Common use of Restrictions Against Limitations on Upstream Payments Clause in Contracts

Restrictions Against Limitations on Upstream Payments. The Company shall not, and shall not permit any Subsidiary of the Company to, create or otherwise cause or suffer to exist or to become effective any Payment Restriction or other encumbrance or restriction on the ability of any Subsidiary of the Company to (a) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits owned by, or pay any Indebtedness owed to, the Company or a Subsidiary of the Company, (b) make loans or advances to the Company or a Subsidiary of the Company, or (c) transfer any of its Properties or assets to the Company or any Subsidiary of the Company, except for such Payment Restrictions or encumbrances existing under or by reason of: (i) applicable law; (ii) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was Incurred in contemplation of or in connection with such acquisition), PROVIDED, that such restriction is not applicable to any Person, or the Property or assets of any Person, other than the Acquired Person; (iii) non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (iv) instruments governing purchase money Indebtedness for Property acquired in the ordinary course of business that only impose restrictions on the Property so acquired; (v) any agreement for the sale or disposition of the Capital Stock or assets of such Subsidiary, PROVIDED that such restriction is only applicable to such Subsidiary or assets, as applicable; or (vi) Refinancing Indebtedness permitted under this Agreement with respect to Indebtedness described in clauses (ii), (iii) or (iv), PROVIDED that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive in the aggregate than those contained in the instrument governing the Indebtedness being refinanced immediately prior to such refinancing.

Restrictions Against Limitations on Upstream Payments. The Company shall will not, and shall will not permit any Subsidiary of the Company toCompany, to create or otherwise cause or suffer to exist or to become effective any Payment Restriction or other encumbrance or restriction on the ability of any Subsidiary of the Company to (a) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits owned by, or pay any Indebtedness owed to, the Company or a Subsidiary of the Company, (b) make loans or advances to the Company or a Subsidiary of the Company, or (c) transfer any of its Properties properties or assets to the Company or any Subsidiary of the Company, except for such Payment Restrictions or encumbrances existing under or by reason reasons of: (i) any instrument governing Indebtedness of the Company or any of its Subsidiaries not Incurred in violation of this Agreement, PROVIDED that such Payment Restrictions or encumbrances are no more restrictive in the aggregate with respect to such dividends and other payments than those contained in the Bank Credit Agreement as in effect on the Closing Date, (ii) applicable law; , (iiiii) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was Incurred in contemplation of or in connection with such acquisition), PROVIDED, provided that such restriction is not applicable to any Person, or the Property property or assets of any Person, other than the Acquired Person; , (iiiiv) non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; , (ivv) instruments governing purchase money Indebtedness for Property property acquired in the ordinary course of business that only impose restrictions on the Property property so acquired; , (vvi) any agreement for the sale or disposition of the Capital Stock or assets of such Subsidiary, PROVIDED that such restriction is only applicable to such Subsidiary or assets, as applicable; or , (vivii) Refinancing Indebtedness permitted under this Agreement with respect to Indebtedness described in clauses (iiiii), (iiiiv) or (ivv), PROVIDED that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive in the aggregate than those contained in the instrument governing the Indebtedness being refinanced immediately prior to such refinancing.

Restrictions Against Limitations on Upstream Payments. The Company shall ----------------------------------------------------- will not, and shall will not permit any Subsidiary of the Company to, create or otherwise cause or suffer to exist or to become effective any Payment Restriction or other encumbrance or restriction on the ability of any Subsidiary of the Company to (a) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits owned by, or pay any Indebtedness owed to, the Company or a Subsidiary of the Company, (b) make loans or advances to the Company or a Subsidiary of the Company, or (c) transfer any of its Properties or assets to the Company or any Subsidiary of the CompanyRestriction, except for such Payment Restrictions or encumbrances existing under or by reason of: (i) any instrument governing Indebtedness of the Company or any of its Subsidiaries not Incurred in violation of this Agreement, (ii) applicable law; , (iiiii) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was Incurred in contemplation of or in connection with such acquisition), PROVIDEDprovided, that such --------- restriction is not applicable to any Person, or the Property or assets of any Person, other than the Acquired Person; , (iiiiv) non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; , (ivv) instruments governing purchase money Indebtedness for Property acquired in the ordinary course of business that only impose restrictions on the Property so acquired; , (vvi) any agreement for the sale or disposition of the Capital Stock or assets of such Subsidiary, PROVIDED provided that such restriction is only applicable to such -------- Subsidiary or assets, as applicable; or , (vivii) Refinancing Indebtedness permitted under this Agreement with respect to Indebtedness described in clauses (iiiii), (iiiiv) or (ivv), PROVIDED provided that the restrictions contained in the agreements -------- governing such Refinancing Indebtedness are no more restrictive in the aggregate than those contained in the instrument governing the Indebtedness being refinanced immediately prior to such refinancing. Notwithstanding the foregoing, (A) Color Me Mine, Inc., a Subsidiary of the Company, may, in connection with a Public Offering (or in connection with a private offering of its Capital Stock in which the Gross Proceeds equal or exceed $3,000,000), create, or otherwise cause or suffer to exist or to become effective, a Payment Restriction with respect to the Net Cash Proceeds of such Public Offering or private offering, and (B) in the event the Company organizes or enters into a limited partnership, limited liability company or other entity for the purpose of financing Related Businesses to be operated under the name of the Company or any Subsidiary or Affiliate of the Company (a "Real Estate Partnership"), such Real Estate Partnership may create, or otherwise cause or suffer to exist or to become effective, a Payment Restriction.

Restrictions Against Limitations on Upstream Payments. The Company ----------------------------------------------------- shall not, and shall not permit any Subsidiary of the Company to, create or otherwise cause or suffer to exist or to become effective any Payment Restriction or other encumbrance or restriction on the ability of any Subsidiary of the Company to (a) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits owned by, or pay any Indebtedness owed to, the Company or a Subsidiary of the Company, (b) make loans or advances to the Company or a Subsidiary of the Company, or (c) transfer any of its Properties or assets to the Company or any Subsidiary of the Company, except for such Payment Restrictions or encumbrances existing under or by reason of: (i) applicable law; (ii) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was Incurred in contemplation of or in connection with such acquisition), PROVIDEDprovided, that such restriction is not applicable to any --------- Person, or the Property or assets of any Person, other than the Acquired Person; (iii) non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (iv) instruments governing purchase money Indebtedness for Property acquired in the ordinary course of business that only impose restrictions on the Property so acquired; (v) any agreement for the sale or disposition of the Capital Stock or assets of such Subsidiary, PROVIDED provided -------- that such restriction is only applicable to such Subsidiary or assets, as applicable; or (vi) Refinancing Indebtedness permitted under this Agreement with respect to Indebtedness described in clauses (ii), (iii) or (iv), PROVIDED provided that -------- the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive in the aggregate than those contained in the instrument governing the Indebtedness being refinanced immediately prior to such refinancing.