Common use of Restrictions on Subsidiary Distributions; No New Negative Pledge Clause in Contracts

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Loan Documents, the Senior Note Documents, the U.S. Facility, the documents governing any Indebtedness permitted under Section 8.1(g), any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(e) or any renewal, extension, refinancing or refunding of any such Indebtedness or Capital Lease Obligations permitted under Section 8.1(f) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) or any agreement governing any renewal, extension, refinancing or refunding of the Senior Notes permitted under Section 8.1(f) (in which case, any prohibition or limitation shall not be materially more restrictive than the corresponding prohibition or limitation in the Senior Note Indenture as in effect on the date hereof), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) with respect to any asset that is subject to a contract of sale permitted by Section 8.4 or which contract acknowledges that a waiver under Section 8.4 is necessary, each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to: (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, any other Warnaco Entity, or (b) enter into or suffer to exist or become effective any agreement which prohibits or limits the ability of any Warnaco Entity to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, including any agreement which requires other Indebtedness or Contractual Obligation to be equally and ratably secured with the Secured Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Loan Documents, the Senior Note Documents, the U.S. Canadian Facility, the documents governing any Indebtedness permitted under Section 8.1(g), any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(e) or any renewal, extension, refinancing or refunding of any such Indebtedness or Capital Lease Obligations permitted under Section 8.1(f) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) or any agreement governing any renewal, extension, refinancing or refunding of the Senior Notes or the Canadian Facility permitted under Section 8.1(f) (in which case, any prohibition or limitation shall not be materially more restrictive than the corresponding prohibition or limitation in the Senior Note Indenture or the Canadian Facility, as applicable, as in effect on the date hereof), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) with respect to any asset that is subject to a contract of sale permitted by Section 8.4 or which contract acknowledges that a waiver under Section 8.4 is necessary, each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to: (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, any other Warnaco Entity, or (b) enter into or suffer to exist or become effective any agreement which prohibits or limits the ability of any Warnaco Entity to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, including any agreement which requires other Indebtedness or Contractual Obligation to be equally and ratably secured with the Secured Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (xa) pursuant to the Loan Documents, the Senior Note Documents, the U.S. Facility, the documents governing Documents or (b) pursuant to any Indebtedness permitted under Section 8.1(g), any agreements governing any purchase money secured Indebtedness or Capital Lease Obligations permitted by Section 8.1(e8.1(b), (d), (e), (m) or any renewal, extension, refinancing or refunding of any such Indebtedness or Capital Lease Obligations permitted under Section 8.1(f(r) (in which case, so long as any prohibition or limitation shall is only be effective against the assets financed thereby) or any agreement governing any renewalsecuring such Indebtedness, extension, refinancing or refunding of the Senior Notes permitted under Section 8.1(f) (in which case, any prohibition or limitation shall not be materially more restrictive than the corresponding prohibition or limitation in the Senior Note Indenture as in effect on the date hereof), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) with respect to any asset that is subject to a contract of sale permitted by Section 8.4 or which contract acknowledges that a waiver under Section 8.4 is necessary, each of Group Parent and the Borrower will Borrowers shall not, and will shall not permit any of its respective Restricted Subsidiaries to: , (ai) other than for Joint Ventures and Subsidiaries that are not required to be Guarantors hereunder, agree to to, enter into or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Parent, a Borrower or any other Warnaco EntityRestricted Subsidiary of the Parent or (ii) other than customary non-assignment provisions in contracts entered into in the ordinary course of business or in any lease, or license, contract, property right (bincluding, without limitation, interests in Inventory (as defined in the Pledge and Security Agreement)) or agreement to which any Guarantor is a party or any of its rights or interests thereunder if and only for so long as the grant of a security interest hereunder shall constitute or result in a breach, termination or default under any such lease, license, contract, property right or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable Laws or principles of equity), enter into or suffer permit to exist or become effective any enforceable agreement which prohibits prohibiting or limits limiting the ability of the Parent, a Borrower or any Warnaco Entity other Restricted Subsidiary to create, incur, assume or suffer permit to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, including any agreement which requires requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Secured Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (xa) pursuant to the Loan Documents, the Holdco Note Indenture, the Senior Note DocumentsIndenture, the U.S. FacilityExisting Senior Subordinated Note Indenture and the Existing Seller Note, the documents governing any Indebtedness permitted under Section 8.1(g), (b) any agreements governing any Securitization Facility, purchase money Indebtedness or Capital Lease Obligations or working capital indebtedness of Foreign Subsidiaries that are Non-Loan Parties permitted by Section 8.1(e8.1(d), (f), (g), (h), (t), (u) or any renewal, extension, refinancing or refunding of any such Indebtedness or Capital Lease Obligations permitted under Section 8.1(f(v) (Indebtedness) or refinancing thereof pursuant to Section 8.1(j) or assumed debt pursuant to Section 8.1(q) or refinancing thereof pursuant to Section 8.1(j) (provided that in which casethe case of this clause (b), any prohibition or limitation shall only be effective against the assets financed thereby) or any agreement governing any renewalthereby or, extension, refinancing or refunding of the Senior Notes permitted under Section 8.1(f) (in which case, any prohibition or limitation shall not be materially more restrictive than the corresponding prohibition or limitation in the Senior Note Indenture as in effect on case of a Securitization Facility, the date hereofSecuritization Assets, or the applicable entities originally restricted thereby), (yc) any restrictions consisting encumbrance, restriction or agreement (A) 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 lease, license or other contract, (B) arising by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of Holdings, the Company or any of their respective Subsidiaries not otherwise prohibited by this Agreement, (C) contained in mortgages, pledges or other security agreements securing Indebtedness of Holdings, the Company or any of their respective Subsidiaries to the extent restricting the transfer of the property or assets subject thereto, (D) pursuant to customary non-assignment provisions that are restricting dispositions of real property interests set forth in any reciprocal easement agreements of Holdings, the Company or any of their respective Subsidiaries, (E) encumbering or restricting cash or other deposits or net worth imposed by customers or suppliers under agreements entered into in the ordinary course of business, (F) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business consistent with prior practice (including but not limited to leases and joint venture and other similar agreements entered into in the extent ordinary course of business), (G) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of Holdings, the Company or any of their respective Subsidiaries in any manner material to Holdings, the Company or such provisions restrict the transfer or assignment of such contract Subsidiaries, or (zH) pursuant to customary provisions contained in Hedging Contracts, (d) any encumbrance, restriction or agreement with respect to a Subsidiary (or any asset that is subject to of its property or assets) imposed in connection with a contract of sale Disposition or Asset Sale permitted by Section 8.4 (Sale of Assets) pending the closing of such Disposition or which contract acknowledges that a waiver under Section 8.4 is necessaryAsset Sale, each (e) any encumbrance, restriction or agreement arising by reason of Group and any Requirement of Law, or required by any Governmental Authority having jurisdiction over Holdings, the Borrower will notCompany or any of their respective Subsidiaries or any of their businesses, and will not neither Holdings nor the Company shall, or shall permit any of its their respective Subsidiaries to: , (ai) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, any Borrower or any other Warnaco Entity, or Subsidiary thereof or (bii) enter into or suffer to exist or become effective any agreement which prohibits prohibiting or limits limiting the ability of the Company or any Warnaco Entity Subsidiary thereof to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, including any agreement which requires requiring other Indebtedness or Contractual Obligation to be equally and ratably secured with the Secured Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Loan Documents, the Senior Note Documents, the U.S. Facility, the documents governing any Indebtedness permitted under Section 8.1(g), any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(e) or any renewal, extension, refinancing or refunding of any such Indebtedness or Capital Lease Obligations permitted under Section 8.1(f) (in which case, any prohibition or limitation The Administrative Borrower shall only be effective against the assets financed thereby) or any agreement governing any renewal, extension, refinancing or refunding of the Senior Notes permitted under Section 8.1(f) (in which case, any prohibition or limitation shall not be materially more restrictive than the corresponding prohibition or limitation in the Senior Note Indenture as in effect on the date hereof), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) with respect to any asset that is subject to a contract of sale permitted by Section 8.4 or which contract acknowledges that a waiver under Section 8.4 is necessary, each of Group and the Borrower will not, and will shall not permit any of its respective Restricted Subsidiaries to: , (a) except (i) as set forth on Schedule 7.8, (ii) the Loan Documents, (iii) the Revolving Credit Loan Documents or (iv) the Second Lien Loan Documents, agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Administrative Borrower or any other Warnaco EntityRestricted Subsidiary of the Administrative Borrower, or except for customary profit allocation provisions or (b) enter into or suffer to exist or become effective any agreement which prohibits (except the Loan Documents, the Revolving Credit Loan Documents or limits the Second Lien Loan Documents) prohibiting or limiting the ability of the Administrative Borrower or any Warnaco Entity Restricted Subsidiary of the Administrative Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, including any agreement which requires requiring any other Indebtedness or Contractual Obligation of the Administrative Borrower or any of its Restricted Subsidiaries to be equally and ratably secured with the Secured ObligationsObligations other than in the case of clauses (a) or (b) (i) any agreements governing any purchase money Liens or Capital Lease Obligations or other secured Indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (ii) customary restrictions on the assignment of leases and licenses entered into in the ordinary course of business, (iii) any agreement relating to the sale of any property pending the consummation of such sale, (iv) any agreement in effect at the time a Person becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (v) in the case of any joint venture which is not a Loan Party, such Person’s organizational or governing documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or assets held in the subject joint venture or other entity or (vi) customary restrictions on the assignment of leases and licenses entered into in the ordinary course of business.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Loan Documents, the Senior Note Documents, the U.S. Facility, the documents governing any Indebtedness permitted under Section 8.1(g), Documents and any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(e8.1(b), (d) or any renewal, extension, refinancing or refunding of any such Indebtedness or Capital Lease Obligations permitted under Section 8.1(f(e) (Indebtedness) (in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby) or any agreement governing any renewal, extension, refinancing or refunding and except for restrictions set forth in the Indenture and in the NUF Credit Agreement as of the Senior Notes date hereof and any amendment thereto permitted under Section 8.1(f) (in which casehereunder, any prohibition or limitation shall not be materially more restrictive than the corresponding prohibition or limitation in the Senior Note Indenture as in effect on the date hereof), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) with respect to any asset that is subject to a contract of sale permitted by Section 8.4 or which contract acknowledges that a waiver under Section 8.4 is necessary, each of Group and the Borrower will shall not, and will shall not permit any of its respective Material Subsidiaries to: , (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Material Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Warnaco Entity, or Subsidiary of the Borrower or (b) enter into or or, other than pursuant to agreements in effect on the Effective Date, suffer to exist or become effective any agreement which prohibits prohibiting or limits limiting the ability of the Borrower or any Warnaco Entity Material Subsidiary to create, incur, assume or suffer to exist any Lien or Encumbrance upon any of its property, assets or NATIONAL STEEL CORPORATION CREDIT AGREEMENT revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, including any agreement which requires requiring other Indebtedness or Contractual Obligation to be equally and ratably secured with the Secured Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Take-Out Securities, the Loan Documents and the Senior Loan Documents, the Senior Note Documents, the U.S. Facility, the documents governing any Indebtedness permitted under Section 8.1(g1101(h), agreements existing on the Effective Date and set forth on Schedule 1110 (Existing Restrictions), or any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(eSections 1101(f) or any renewal, extension, refinancing or refunding of any such Indebtedness or Capital Lease Obligations permitted under Section 8.1(f(g) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) or any agreement governing any renewal, extension, refinancing or refunding of the Senior Notes permitted under Section 8.1(f) (in which case, any prohibition or limitation shall not be materially more restrictive than the corresponding prohibition or limitation in the Senior Note Indenture as in effect on the date hereof), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) with respect to any asset that is subject to a contract of sale permitted by Section 8.4 1104 or which contract acknowledges that a waiver under Section 8.4 1104 is necessary, each of Group and neither the Borrower will notParent nor the Company shall, and will not nor shall they permit any of its their respective Subsidiaries to: (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, any other Warnaco Entity, or (b) enter into or suffer to exist or become effective any agreement which prohibits or limits the ability of any Warnaco Entity to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Secured ObligationsObligations of the Loan Parties under any of the Loan Documents, including any agreement which requires any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Secured ObligationsObligations of the Loan Parties under any of the Loan Documents.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (xi) pursuant to the Loan Documents, the Senior Note Documents, the U.S. Facility, the documents governing any Indebtedness permitted under Section 8.1(g), (ii) pursuant to any agreements governing any Non-Recourse Indebtedness, (iii) pursuant to any purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(e8.1(b), (d) or any renewal, extension, refinancing or refunding (e) (Indebtedness) (in the case of any such purchase money Indebtedness or Capital Lease Obligations permitted under Section 8.1(f) (in which caseObligations, so long as any prohibition or limitation shall is only be effective against the assets financed thereby) or (iv) with respect to Performance Guarantee Collateral, in connection with any agreement governing any renewalPerformance Guarantee issued by a Person that is not an Affiliate, extensionthe Borrower shall not, refinancing or refunding of the Senior Notes permitted under Section 8.1(f) (in which case, any prohibition or limitation and shall not be materially more restrictive than the corresponding prohibition or limitation in the Senior Note Indenture permit any of its Subsidiaries to, (a) except as in effect on the date hereof), (y) any restrictions consisting of customary non-assignment provisions hereof and other than for Joint Ventures and Subsidiaries that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) with respect to any asset that is subject to a contract of sale permitted by Section 8.4 or which contract acknowledges that a waiver under Section 8.4 is necessarynot Guarantors, each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to: (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Warnaco Entity, or Subsidiary of the Borrower or (b) other than customary non-assignment provisions in contracts entered into in the ordinary course of business, enter into or suffer permit to exist or become effective any enforceable agreement which prohibits prohibiting or limits limiting the ability of the Borrower or any Warnaco Entity Subsidiary to create, incur, assume or suffer permit to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, including any agreement which requires requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Secured Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (xa) pursuant to the Loan Documents, the Senior Note Documents, the U.S. Facility, the documents governing any Indebtedness permitted under Section 8.1(g), Documents and (b) any agreements governing any Securitization Facility, purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(e8.1(d), (f), or (g) or any renewal, extension, refinancing or refunding of any such Indebtedness or Capital Lease Obligations permitted under Section 8.1(f(Indebtedness) (in which casethe case of this clause (b), any prohibition or limitation shall only be effective against against, in the case of purchase money Indebtedness or Capital Lease Obligations, the assets financed thereby) or any agreement governing any renewalthereby or, extension, refinancing or refunding of the Senior Notes permitted under Section 8.1(f) (in which case, any prohibition or limitation shall not be materially more restrictive than the corresponding prohibition or limitation in the Senior Note Indenture as in effect on case of a Securitization Facility, the date hereofSecuritization Assets), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) with respect to any asset that is subject to a contract of sale permitted by Section 8.4 or which contract acknowledges that a waiver under Section 8.4 is necessary, each of Group and neither Holdings nor the Borrower will notshall, and will not or shall permit any of its their respective Subsidiaries to: , (ai) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Warnaco Entity, or Subsidiary thereof (bother than restrictions imposed by Section 4.10(a)(i)(E) of the Stockholders Agreement) or (ii) enter into or suffer to exist or become effective any agreement which prohibits prohibiting or limits limiting the ability of the Borrower or any Warnaco Entity Subsidiary thereof to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, including any agreement which requires requiring other Indebtedness or Contractual Obligation to be equally and ratably secured with the Secured Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Loan Documents, the Senior Note Documents, the U.S. Facility, the documents governing any Indebtedness permitted under Section 8.1(g), any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(e) or any renewal, extension, refinancing or refunding of any such Indebtedness or Capital Lease Obligations permitted under Section 8.1(f) (in which case, any prohibition or limitation The Administrative Borrower shall only be effective against the assets financed thereby) or any agreement governing any renewal, extension, refinancing or refunding of the Senior Notes permitted under Section 8.1(f) (in which case, any prohibition or limitation shall not be materially more restrictive than the corresponding prohibition or limitation in the Senior Note Indenture as in effect on the date hereof), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) with respect to any asset that is subject to a contract of sale permitted by Section 8.4 or which contract acknowledges that a waiver under Section 8.4 is necessary, each of Group and the Borrower will not, and will shall not permit any of its respective Restricted Subsidiaries to: , (a) except (i) as set forth on Schedule 7.8, (ii) the Loan Documents, (iii) the Revolving Credit Loan Documents or (iv) the First Lien Term Loan Documents, agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Administrative Borrower or any other Warnaco EntityRestricted Subsidiary of the Administrative Borrower, or except for customary profit allocation provisions or (b) enter into or suffer to exist or become effective any agreement which prohibits (except the Loan Documents, the Revolving Credit Loan Documents or limits the First Lien Term Loan Documents) prohibiting or limiting the ability of the Administrative Borrower or any Warnaco Entity Restricted Subsidiary of the Administrative Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, including any agreement which requires requiring any other Indebtedness or Contractual Obligation of the Administrative Borrower or any of its Restricted Subsidiaries to be equally and ratably secured with the Secured ObligationsObligations other than in the case of clauses (a) or (b) (i) any agreements governing any purchase money Liens or Capital Lease Obligations or other secured Indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (ii) customary restrictions on the assignment of leases and licenses entered into in the ordinary course of business, (iii) any agreement relating to the sale of any property pending the consummation of such sale, (iv) any agreement in effect at the time a Person becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (v) in the case of any joint venture which is not a Loan Party, such Person’s organizational or governing documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or assets held in the subject joint venture or other entity or (vi) customary restrictions on the assignment of leases and licenses entered into in the ordinary course of business.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (xa) pursuant to the Loan Documents, (b) pursuant to the Senior Note Documents, the U.S. Facility, the documents governing Priming Loan Documents or (bc ) pursuant to any Indebtedness permitted under Section 8.1(g), any agreements governing any purchase money secured Indebtedness or Capital Lease Obligations permitted by Section 8.1(e8.1(b), (d), (e), (m) or any renewal, extension, refinancing or refunding of any such Indebtedness or Capital Lease Obligations permitted under Section 8.1(f(r) (in which case, so long as any prohibition or limitation shall is only be effective against the assets financed thereby) or any agreement governing any renewalsecuring such Indebtedness, extension, refinancing or refunding of the Senior Notes permitted under Section 8.1(f) (in which case, any prohibition or limitation shall not be materially more restrictive than the corresponding prohibition or limitation in the Senior Note Indenture as in effect on the date hereof), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) with respect to any asset that is subject to a contract of sale permitted by Section 8.4 or which contract acknowledges that a waiver under Section 8.4 is necessary, each of Group Parent and the Borrower will Borrowers shall not, and will shall not permit any of its respective Restricted Subsidiaries to: , (ai) other than for Joint Ventures and Subsidiaries that are not required to be Guarantors hereunder, agree to to, enter into or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Parent, a Borrower or any other Warnaco EntityRestricted Subsidiary of the Parent or (ii) other than customary non-assignment provisions in contracts entered into in the ordinary course of business or in any lease, or license, contract, property right (bincluding, without limitation, interests in Inventory (as defined in the Pledge and Security Agreement)) or agreement to which any Guarantor is a party or any of its rights or interests thereunder if and only for so long as the grant of a security interest hereunder shall constitute or result in a breach, termination or default under any such lease, license, contract, property right or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable Laws or principles of equity), enter into or suffer permit to exist or become effective any enforceable agreement which prohibits prohibiting or limits limiting the ability of the Parent, a Borrower or any Warnaco Entity other Restricted Subsidiary to create, incur, assume or suffer permit to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, including any agreement which requires requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Secured Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (xi) pursuant to the Loan Documents, the Senior Note Documents, the U.S. FacilityABL Facilities, the documents governing any Indebtedness permitted under Section 8.1(gSections 7.1(c), (g) and (o), any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(eSections 7.1(e) and (h) or any renewal, extension, refinancing refinancing, exchange or refunding of any such Indebtedness or Capital Lease Obligations permitted under Section 8.1(f7.1(f) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) or any agreement governing any renewal, extension, refinancing or refunding of the Senior Notes permitted under Section 8.1(f) (in which case, any prohibition or limitation shall not be materially more restrictive than the corresponding prohibition or limitation in the Senior Note Indenture as in effect on the date hereof), (yii) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or contract, (ziii) with respect to any asset that is subject to a contract of sale permitted by Section 8.4 7.4 or which contract acknowledges that a waiver under Section 8.4 7.4 is necessary, (iv) pursuant to any agreement in effect at the time any Subsidiary becomes a Subsidiary or any Warnaco Entity, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary, or (v) customary provisions in joint venture agreements and similar agreements that restrict the transfer of assets of, or equity interests in, joint ventures, each of Group and each of the Borrower Borrowers will not, and will not permit any of its their respective Subsidiaries to: (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, any other Warnaco Entity, or (b) enter into or suffer to exist or become effective any agreement which prohibits or limits the ability of any Warnaco Entity to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, including any agreement which requires other Indebtedness or Contractual Obligation to be equally and ratably secured with the Secured Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Loan Documents, the Senior Note Documents, the U.S. Facility, the documents governing any Indebtedness permitted under Section 8.1(g), Documents and any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by clause (b), (c), or (d) of Section 8.1(e) or any renewal, extension, refinancing or refunding of any such Indebtedness or Capital Lease Obligations permitted under Section 8.1(f) 8.1 (in which latter case, any prohibition or limitation shall only be effective against the assets financed thereby) or any agreement governing any renewal, extension, refinancing or refunding of the Senior Notes in connection with an Asset Sale which is permitted under Section 8.1(f) 8.3 (in which caserespect only of the assets subject thereto) or pursuant to customary anti-assignment provisions contained in leases or licenses permitted under this Agreement or as otherwise contained, any prohibition or limitation shall not be materially more restrictive than the corresponding prohibition or limitation in the Senior Note Indenture as in effect on at the date hereof), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course Indentures, the Participation Agreement, the Securitization Documents or in or any other agreement by which the Borrower or any of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) with respect to any asset its Subsidiaries is bound that is subject to a contract in effect as of sale permitted by Section 8.4 or which contract acknowledges that a waiver under Section 8.4 is necessarythe Effective Date, each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to: , (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, Borrower or any other Warnaco Entity, or Subsidiary of Borrower or (b) enter into or suffer to exist or become effective any agreement which prohibits or limits the ability of Borrower or any Warnaco Entity Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, including any agreement which requires other Indebtedness or Contractual Obligation Obligations to be equally and ratably secured with the Secured Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (xa) pursuant to the Loan Documents, the Senior Note Documents, the U.S. (b) any agreements or instruments governing any Securitization Facility, the documents governing any purchase money Indebtedness, Financing Lease Obligations or other Indebtedness permitted under by Section 8.1(g8.1(a)(ii), (b), (c), (d)(y), (f), (g), (h), (q)(x), (t), (u), (v) or (y) or refinancing thereof pursuant to Section 8.1(j) or any agreements governing Guarantee Obligations in respect of any purchase money such Indebtedness or Capital Lease Obligations permitted by Section 8.1(e) or any renewal, extension, assumed Indebtedness pursuant to Section 8.1(q)(y) or refinancing or refunding of any such Indebtedness or Capital Lease Obligations permitted under thereof pursuant to Section 8.1(f8.1(j) (provided that in which casethe case of this clause (b), any prohibition or limitation shall only be effective against (x) in the case of purchase money Indebtedness or Financing Lease Obligations, the applicable assets financed thereby) thereby (or any agreement governing any renewal, extension, refinancing or refunding of the Senior Notes cross collateralized as permitted under by Section 8.1(f) (in which case, any prohibition or limitation shall not be materially more restrictive than the corresponding prohibition or limitation in the Senior Note Indenture as in effect on the date hereof8.2(d)), (y) in the case of a Securitization Facility, the Securitization Assets, or the applicable entities originally restricted thereby or (z) in the case of assumed Indebtedness pursuant to Section 8.1(q)(y), the assets securing such Indebtedness), (c) Contractual Obligations which (i) (x) exist on the date hereof, or (y) to the extent Contractual Obligations permitted by the immediately preceding clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of the restrictions consisting of customary non-assignment provisions described above that are contained in such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (iii) represent Indebtedness of a Restricted Subsidiary of Borrower which is not a Loan Party which is permitted by Section 8.1, (iv) arise in connection with any Disposition permitted by Section 8.4 or (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 8.3(m) and applicable solely to such joint venture entered into in the ordinary course of business consistent with prior practice to business, (d) any encumbrance, restriction or agreement (i) that restricts in a customary manner the extent that such provisions restrict the subletting, assignment or transfer of any property or assignment of such contract or (z) with respect to any asset that is subject to a contract of sale permitted by Section 8.4 lease, license or which contract acknowledges that a waiver under Section 8.4 is necessarysimilar contract, each of Group and or the Borrower will not, and will not permit any of its respective Subsidiaries to: (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution assignment or transfer of funds or assets or make loans or advances to any lease, license or other Investments incontract, (ii) contained in mortgages, pledges or pay any Indebtedness owed to, any other Warnaco Entity, or (b) enter into or suffer to exist or become effective any agreement which prohibits or limits the ability of any Warnaco Entity to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, including any agreement which requires other Indebtedness or Contractual Obligation to be equally and ratably secured with the Secured Obligations.security agreements securing

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Loan Documents, the Senior Note Documents, the U.S. Facility, the documents governing any Indebtedness permitted under Section 8.1(g), any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(e) or any renewal, extension, refinancing or refunding of any such Indebtedness or Capital Lease Obligations permitted under Section 8.1(f) (in which case, any prohibition or limitation The Administrative Borrower shall only be effective against the assets financed thereby) or any agreement governing any renewal, extension, refinancing or refunding of the Senior Notes permitted under Section 8.1(f) (in which case, any prohibition or limitation shall not be materially more restrictive than the corresponding prohibition or limitation in the Senior Note Indenture as in effect on the date hereof), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) with respect to any asset that is subject to a contract of sale permitted by Section 8.4 or which contract acknowledges that a waiver under Section 8.4 is necessary, each of Group and the Borrower will not, and will shall not permit any of its respective Restricted Subsidiaries to: , (a) except (i) as set forth on Schedule 7.8, (ii) the Loan Documents, (iii) the First Lien Term Loan Documents or (iv) the Second Lien Loan Documents, agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Administrative Borrower or any other Warnaco EntityRestricted Subsidiary of the Administrative Borrower, or except for customary profit allocation provisions or (b) enter into or suffer to exist or become effective any agreement which prohibits (except the Loan Documents, the First Lien Term Loan Documents or limits the Second Lien Loan Documents) prohibiting or limiting the ability of the Administrative Borrower or any Warnaco Entity Restricted Subsidiary of the Administrative Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, including any agreement which requires requiring any other Indebtedness or Contractual Obligation of the Administrative Borrower or any of its Restricted Subsidiaries to be equally and ratably secured with the Secured ObligationsObligations other than in the case of clauses (a) or (b)(i) any agreements governing any purchase money Liens or Capital Lease Obligations or other secured Indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (ii) customary restrictions on the assignment of leases and licenses entered into in the ordinary course of business, (iii) any agreement relating to the sale of any property pending the consummation of such sale, (iv) any agreement in effect at the time a Person becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (v) in the case of any joint venture which is not a Loan Party, such Person’s organizational or governing documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or assets held in the subject joint venture or other entity or (vi) customary restrictions on the assignment of leases and licenses entered into in the ordinary course of business.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (xa) pursuant to the Loan Documents, the Senior Note Documents, the U.S. (b) any agreements or instruments governing any Securitization Facility, the documents governing any purchase money Indebtedness, Financing Lease Obligations or other Indebtedness permitted under Section 8.1(gby Xxxxxxx 0.0(x)(xx), (x), (x), (x)(x), (x), (x), (x), (x)(x), (x), (x), (x) or (y) or refinancing thereof pursuant to Section 8.1(j) or any agreements governing Guarantee Obligations in respect of any purchase money such Indebtedness or Capital Lease Obligations permitted by Section 8.1(e) or any renewal, extension, assumed Indebtedness pursuant to Section 8.1(q)(y) or refinancing or refunding of any such Indebtedness or Capital Lease Obligations permitted under thereof pursuant to Section 8.1(f8.1(j) (provided that in which casethe case of this clause (b), any prohibition or limitation shall only be effective against (x) in the case of purchase money Indebtedness or Financing Lease Obligations, the applicable assets financed thereby) thereby (or any agreement governing any renewal, extension, refinancing or refunding of the Senior Notes cross collateralized as permitted under by Section 8.1(f) (in which case, any prohibition or limitation shall not be materially more restrictive than the corresponding prohibition or limitation in the Senior Note Indenture as in effect on the date hereof8.2(d)), (y) in the case of a Securitization Facility, the Securitization Assets, or the applicable entities originally restricted thereby or (z) in the case of assumed Indebtedness pursuant to Section 8.1(q)(y), the assets securing such Indebtedness), (c) Contractual Obligations which (i) (x) exist on the date hereof, or (y) to the extent Contractual Obligations permitted by the immediately preceding clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of the restrictions consisting of customary non-assignment provisions described above that are contained in such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary, (iii) represent Indebtedness of a Restricted Subsidiary of Borrower which is not a Loan Party which is permitted by Section 8.1, (iv) arise in connection with any Disposition permitted by Section 8.4 or (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 8.3(m) and applicable solely to such joint venture entered into in the ordinary course of business consistent with prior practice to business, (d) any encumbrance, restriction or agreement (i) that restricts in a customary manner the extent that such provisions restrict the subletting, assignment or transfer of any property or assignment of such contract or (z) with respect to any asset that is subject to a contract lease, license or similar contract, or the assignment or transfer of sale any lease, license or other contract, (ii) contained in mortgages, pledges or other security agreements securing Indebtedness of Borrower or any of its Restricted Subsidiaries to the extent restricting the transfer of the property or assets subject thereto, (iii) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of Borrower or any of its Restricted Subsidiaries, (iv) encumbering or restricting cash or other deposits or net worth imposed by customers or suppliers under agreements entered into in the ordinary course of business, (v) pursuant to customary provisions contained in joint venture agreements applicable to Permitted Joint Ventures and applicable solely to such Permitted Joint Venture, (vi) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of Borrower or any of its Restricted Subsidiaries in any manner material to Borrower or such Subsidiaries, or (vii) pursuant to customary provisions contained in Hedging Contracts, (e) any encumbrance, restriction or agreement with respect to a Subsidiary (or any of its property or assets) imposed in connection with a Disposition permitted by Section 8.4 pending the closing of such Disposition, (f) any encumbrance, restriction or which contract acknowledges that a waiver under Section 8.4 is necessaryagreement arising by reason of any Requirement of Law, each or required by any Governmental Authority having jurisdiction over Borrower or any of Group and the its Restricted Subsidiaries or any of their businesses or (g) any Related Corporation Contracts, Borrower will shall not, and will shall not permit any of its respective Restricted Subsidiaries to: , (ai) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Restricted Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, Borrower or any other Warnaco Entity, or Restricted Subsidiary thereof or (bii) enter into or suffer to exist or become effective any agreement which prohibits prohibiting or limits limiting the ability of Borrower or any Warnaco Entity Restricted Subsidiary thereof to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, including any agreement which requires requiring other Indebtedness or Contractual Obligation to be equally and ratably secured with the Secured Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (xa) pursuant to the Loan Credit Facility Documents or the Credit Documents, (b) pursuant to the Senior Note Documents, the U.S. Facility, the documents governing Priming Loan Documents or (bc) pursuant to any Indebtedness permitted under Section 8.1(g), any agreements governing any purchase money secured Indebtedness or Capital Lease Obligations permitted by Section 8.1(e8.1(b), (d), (e), (m) or any renewal, extension, refinancing or refunding of any such Indebtedness or Capital Lease Obligations permitted under Section 8.1(f(r) (in which case, so long as any prohibition or limitation shall is only be effective against the assets financed thereby) or any agreement governing any renewalsecuring such Indebtedness, extension, refinancing or refunding of the Senior Notes permitted under Section 8.1(f) (in which case, any prohibition or limitation shall not be materially more restrictive than the corresponding prohibition or limitation in the Senior Note Indenture as in effect on the date hereof), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) with respect to any asset that is subject to a contract of sale permitted by Section 8.4 or which contract acknowledges that a waiver under Section 8.4 is necessary, each of Group Parent and the Borrower will Applicants shall not, and will shall not permit any of its respective Restricted Subsidiaries to: , (ai) other than for Joint Ventures and Subsidiaries that are not required to be Guarantors hereunder, agree to to, enter into or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Parent, an Applicant or any other Warnaco EntityRestricted Subsidiary of the Parent or (ii) other than customary non-assignment provisions in contracts entered into in the ordinary course of business or in any lease, or license, contract, property right (bincluding, without limitation, interests in Inventory) or agreement to which any Guarantor is a party or any of its rights or interests thereunder if and only for so long as the grant of a security interest hereunder shall constitute or result in a breach, termination or default under any such lease, license, contract, property right or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable Requirements of Law or principles of equity), enter into or suffer permit to exist or become effective any enforceable agreement which prohibits prohibiting or limits limiting the ability of the Parent, an Applicant or any Warnaco Entity other Restricted Subsidiary to create, incur, assume or suffer permit to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, including any agreement which requires requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Secured Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (xa) pursuant to the Loan Documents, the Holdco Note Indenture, the Senior Note DocumentsIndenture, the U.S. Facility, Existing Senior Subordinated Note Indenture and the documents governing any Indebtedness permitted under Section 8.1(g), Existing Seller Note and (b) any agreements governing any Securitization Facility, purchase money Indebtedness or Capital Lease Obligations or working capital indebtedness of Foreign Subsidiaries that are Non-Loan Parties permitted by Section 8.1(e8.1(d), (f), (g), (t) (u) or any renewal, extension, (v) (Indebtedness) or refinancing thereof pursuant to Section 8.1(j) or refunding of any such Indebtedness or Capital Lease Obligations permitted under assumed debt pursuant to Section 8.1(f8.1(q) (in which casethe case of this clause (b), any prohibition or limitation shall only be effective against against, in the case of purchase money Indebtedness or Capital Lease Obligations, the assets financed thereby) or any agreement governing any renewalthereby or, extension, refinancing or refunding of the Senior Notes permitted under Section 8.1(f) (in which case, any prohibition or limitation shall not be materially more restrictive than the corresponding prohibition or limitation in the Senior Note Indenture as in effect on case of a Securitization Facility, the date hereofSecuritization Assets), (y) any restrictions consisting of customary non-assignment provisions that are entered into in neither Holdings nor the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer Company shall, or assignment of such contract or (z) with respect to any asset that is subject to a contract of sale permitted by Section 8.4 or which contract acknowledges that a waiver under Section 8.4 is necessary, each of Group and the Borrower will not, and will not shall permit any of its their respective Subsidiaries to: , (ai) agree to enter into or suffer to exist or become effective any CREDIT AGREEMENT JOHNSONDIVERSEY, INC. consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, any Borrower or any other Warnaco Entity, or Subsidiary thereof or (bii) enter into or suffer to exist or become effective any agreement which prohibits prohibiting or limits limiting the ability of the Company or any Warnaco Entity Subsidiary thereof to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, including any agreement which requires requiring other Indebtedness or Contractual Obligation to be equally and ratably secured with the Secured Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than Each Borrower shall not (xa) pursuant to except as set forth in this Agreement or any of the other Loan Documents, the Senior Note Documents, the U.S. Facility, the documents governing any Indebtedness permitted under Section 8.1(g), any agreements governing any purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(e) or any renewal, extension, refinancing or refunding of any such Indebtedness or Capital Lease Obligations permitted under Section 8.1(f) (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) or any agreement governing any renewal, extension, refinancing or refunding of the Senior Notes permitted under Section 8.1(f) (in which case, any prohibition or limitation shall not be materially more restrictive than the corresponding prohibition or limitation in the Senior Note Indenture as in effect on the date hereof), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) with respect to any asset that is subject to a contract of sale permitted by Section 8.4 or which contract acknowledges that a waiver under Section 8.4 is necessary, each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to: (a) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary Borrower to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, any other Warnaco EntityBorrower, or except for customary profit allocation provisions or (b) enter into or suffer to exist or become effective any agreement which prohibits (except this Agreement and the other the Loan Documents) prohibiting or limits limiting the ability of any Warnaco Entity Borrower to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, including any agreement which requires requiring any other Indebtedness or Contractual Obligation of any Borrower to be equally and ratably secured with the Secured Obligations, other than in the case of clauses (a) or (b) (i) any agreements governing any secured Indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (ii) customary restrictions on the assignment of leases and licenses entered into in the ordinary course of business, (iii) any agreement relating to the sale of any property pending the consummation of such sale, (iv) any agreement in effect at the time a Person becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, or (v) in the case of any joint venture which is not a Loan Party, such Person’s organizational or governing documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Equity Interests of or assets held in the subject joint venture or other entity.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (x) pursuant to the Loan Documents, the Senior Note Documents, the U.S. Facility, the documents governing any Indebtedness permitted under Section 8.1(g), Documents and any agreements governing any Non-Recourse Indebtedness, or any purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(e8.1(b), (d) or any renewal, extension, refinancing or refunding (e) (Indebtedness) (in the case of any such purchase money Indebtedness or Capital Lease Obligations permitted under Section 8.1(f) (in which caseObligations, so long as any prohibition or limitation shall is only be effective against the assets financed thereby) or any agreement governing any renewal, extension, refinancing or refunding of the Senior Notes permitted under Section 8.1(f) (in which case, any prohibition or limitation shall not be materially more restrictive than the corresponding prohibition or limitation in the Senior Note Indenture as in effect on the date hereof), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) with respect to any asset that is subject to a contract of sale permitted by Section 8.4 or which contract acknowledges that a waiver under Section 8.4 is necessary, each of Group and the Borrower will shall not, and will shall not permit any of its respective Subsidiaries to: , (a) other than for Permitted Joint Ventures, agree to enter into or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Borrower or any other Warnaco Entity, or Subsidiary of the Borrower or (b) other than customary non-assignment provisions in contracts entered into in the ordinary course of business, enter into or suffer permit to exist or become effective any enforceable agreement which prohibits prohibiting or limits limiting the ability of the Borrower or any Warnaco Entity Subsidiary to create, incur, assume or suffer permit to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, including any agreement which requires requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Secured Obligations.

Restrictions on Subsidiary Distributions; No New Negative Pledge. Other than (xa) pursuant to the Loan Documents, Credit Facility Documents or the Senior Note Documents, the U.S. Facility, the documents governing Credit Documents or (b) pursuant to any Indebtedness permitted under Section 8.1(g), any agreements governing any purchase money secured Indebtedness or Capital Lease Obligations permitted by Section 8.1(e8.1(b), (d), (e), (m) or any renewal, extension, refinancing or refunding of any such Indebtedness or Capital Lease Obligations permitted under Section 8.1(f(r) (in which case, so long as any prohibition or limitation shall is only be effective against the assets financed thereby) or any agreement governing any renewalsecuring such Indebtedness, extension, refinancing or refunding of the Senior Notes permitted under Section 8.1(f) (in which case, any prohibition or limitation shall not be materially more restrictive than the corresponding prohibition or limitation in the Senior Note Indenture as in effect on the date hereof), (y) any restrictions consisting of customary non-assignment provisions that are entered into in the ordinary course of business consistent with prior practice to the extent that such provisions restrict the transfer or assignment of such contract or (z) with respect to any asset that is subject to a contract of sale permitted by Section 8.4 or which contract acknowledges that a waiver under Section 8.4 is necessary, each of Group Parent and the Borrower will Applicants shall not, and will shall not permit any of its respective Restricted Subsidiaries to: , (ai) other than for Joint Ventures and Subsidiaries that are not required to be Guarantors hereunder, agree to to, enter into or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Parent, an Applicant or any other Warnaco EntityRestricted Subsidiary of the Parent or (ii) other than customary non-assignment provisions in contracts entered into in the ordinary course of business or in any lease, or license, contract, property right (bincluding, without limitation, interests in Inventory) or agreement to which any Guarantor is a party or any of its rights or interests thereunder if and only for so long as the grant of a security interest hereunder shall constitute or result in a breach, termination or default under any such lease, license, contract, property right or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable Requirements of Law or principles of equity), enter into or suffer permit to exist or become effective any enforceable agreement which prohibits prohibiting or limits limiting the ability of the Parent, an Applicant or any Warnaco Entity other Restricted Subsidiary to create, incur, assume or suffer permit to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, including any agreement which requires requiring any other Indebtedness or Contractual Obligation to be equally and ratably secured with the Secured Obligations.