Common use of Limitation on Certain Restrictions on Subsidiaries Clause in Contracts

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, any encumbrance or restriction on the ability of any such Subsidiary to (x) pay Dividends or make any other distributions on its Capital Stock or any other interest or participation in its profits owned by the Borrower, Guarantor or any of their Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor or any of their respective Subsidiaries, (y) make loans or advances to the Borrower, Guarantor or any of their respective Subsidiaries or (z) transfer any of its properties or assets to the Borrower, Guarantor or any of their respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor or any of their respective Subsidiaries in the ordinary course of business, and (v) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will notNo Credit Party shall, and will not nor shall it permit Guarantor or any of their respective its Subsidiaries (other than any Unrestricted Subsidiary) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary (other than an Unrestricted Subsidiary) to (xa) pay Dividends dividends or make any other distributions on its Capital Stock Equity Interests or any other interest or participation in its profits owned by the Borrower, Guarantor Company or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Company or any of their respective SubsidiariesSubsidiary, (yb) make loans or advances to the Borrower, Guarantor Company or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Company or any of their respective SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, Applicable Law; (ii) this Agreement and Indenture, the other Loan Equity Documents and/or Indenture Documents, ; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor or any of their respective Subsidiaries, interest; (iv) customary provisions restricting assignment of any licensing agreement entered into in the ordinary course of business; (v) any holder of a Lien permitted by Section 4.29 restricting the transfer of the property subject thereto; (vi) customary restrictions and conditions contained in any agreement relating to the sale of any Property permitted under Section 4.32 pending the consummation of such sale, (vii) contractual arrangements or covenants described on Schedule 4.31 to the Indenture and, in the case that such arrangements or covenants are in regards to Indebtedness, any Permitted Refinancing thereof (to the extent permitted under Section 4.30 hereof) and in the case of arrangements or covenants that do not involve Indebtedness, any agreement evidencing any renewal or extension thereof to the extent permitted hereunder, (viii) such restrictions that are binding on a Credit Party at the time such Credit Party first becomes a Subsidiary, so long as such contractual obligations were not entered into in contemplation of the acquisition whereby such Subsidiary was acquired and so long as such restrictions only apply to such Credit Party, (ix) are customary provisions in joint venture agreements and other similar agreements or written arrangements applicable to such joint ventures, in each case, to the extent that such joint ventures are permitted hereunder, (x) are customary restrictions in leases, subleases, licenses, sublicenses, asset sale or similar agreements, including with respect to Intellectual Property and other similar agreements, in each case, to the extent such leases, subleases, licenses, sublicenses, asset sale or similar agreements are permitted under this Indenture and so long as such restrictions relate solely to the assets subject thereto, (xi) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Credit Party, (xii) arise in connection with cash deposits or other contract deposits permitted under Section 4.29 to the extent that such restriction shall only be in regards to such deposit(s), (xiii) customary provisions restricting assignment of any agreement entered into by the Borrower, Guarantor or any of their respective Subsidiaries in the ordinary course of business, and (vxiv) restrictions on the transfer of obligations under any assets subject Hedge Contracts permitted hereunder solely to or restrictions on the making of distributions imposed extent that such restriction is in connection with a Lien regards to the cash collateral permitted by Sections 7.2.3(b)to secure such Hedge Contract under Section 4.29(u) hereof, (c) or (d)xv) arise under any agreement or instrument relating to any Indebtedness permitted to be incurred subsequent to the Closing Date pursuant to Section 4.30 if the restrictions are not more restrictive than those set forth in this Indenture and do not otherwise impair the ability of the Credit Parties to perform their Obligations.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (x) pay Dividends dividends or make any other distributions on its Capital Stock Equity Interests or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (y) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (z) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) in the case of the foregoing clauses (y) (solely to the extent such encumbrance or restriction only applies to loans or advances made by any such Subsidiary of the Borrower to other Subsidiaries of the Borrower, and not loans and advances to be made by any such Subsidiary to the Borrower) and (z) of this Section 9.10, other Indebtedness permitted pursuant to Section 9.05, (iv) holders of Permitted Liens may restrict the transfer of any assets subject thereto, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or of any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, and (ivvi) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, and (v) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings -------------------------------------------------- will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Holdings or any Subsidiary of their SubsidiariesHoldings, or pay any Indebtedness owed to the Borrower, Guarantor Holdings or any a Subsidiary of their respective SubsidiariesHoldings, (yb) make loans or advances to the Borrower, Guarantor Holdings or any of their respective Holdings' Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Holdings or any of their respective Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (v) restrictions on customary provisions restricting the transfer of any assets subject to Liens permitted under Sections 8.03(l) and (m) and (vi) any document or restrictions on instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)Foreign Subsidiary incurring such Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their SubsidiariesSubsidiary, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective Subsidiariesa Subsidiary, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective Subsidiaries Subsidiary or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective SubsidiariesSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawlaw or banking, financial institution or other regulation; (ii) this Agreement and the other Loan Credit Documents, ; (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Borrower or any of their respective Subsidiaries, a Subsidiary; (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any of their respective Subsidiaries a Subsidiary in the ordinary course of business, and ; (v) restrictions on the transfer any holder of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b)Section 6.3 may restrict the transfer of the asset or assets subject thereto; (vi) restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the date hereof in accordance with the provisions of this Agreement; (vii) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 6.5 pending the consummation of such sale; and (viii) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, (c) or (d)so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary of Borrower.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Company will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor or any of their respective Subsidiaries its Subsidiaries, or (zc) transfer any of its properties or assets to the Borrower, Guarantor or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the ABL Credit Agreement and the other ABL Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor or any of their respective its Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Company or any Subsidiary of their respective Subsidiaries the Company in the ordinary course of business, and (vvi) restrictions on customary provisions restricting the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien Liens permitted by Sections 7.2.3(bunder Section 8.01(iii), (vii), (viii), (ix) and (xviii), (vii) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (viii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (ix) the Senior Notes and the Senior Notes Indenture and (x) in the case of clauses (b) and (c) above, customary restrictions in joint venture agreements entered into by the Company or (d)its Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective the Borrower’s Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (v) restrictions on any holder of a Permitted Lien may restrict the transfer of any the asset or assets subject to or thereto and (vi) restrictions on which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the making Effective Date in accordance with the provisions of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Holdings or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, the Parent Credit Agreement, the Senior Notes Documents and the Existing Intercompany Indebtedness, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Holdings or any of their respective its Subsidiaries in the ordinary course of business, business and (v) restrictions on any holder of a Lien may restrict the transfer of any the asset or assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)thereto.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective the Borrower's Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) the Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (vvi) restrictions on the transfer any holder of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), Section 6.02 may restrict the transfer of the asset or assets subject thereto and (cvii) or (d)restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Closing Date in accordance with the provisions of this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Parent will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower, Guarantor Parent or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Parent or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Parent or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Parent or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the Intercompany Secured Notes, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Parent or any of their respective its Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement (in which Parent or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor Parent or any of their respective its Subsidiaries in the ordinary course of business, and (vvi) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, and (vii) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bSection 8.01(iii), (cvi), (vii), (xiv), (xv) or (dxvi).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Borrowers will not, and nor will not they permit Guarantor or any of their respective Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer permit to exist or become effective, effective any consensual encumbrance or restriction on the ability of any such Subsidiary to of their Subsidiaries or (xi) pay Dividends dividends or make any other distributions on its Capital Stock or any pay and Indebtedness or other interest or participation in its profits owned by obligation owed to the Borrower, Guarantor Company or any of their Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor or any of their respective its other Subsidiaries, (yii) make any loans or advances to the Borrower, Guarantor Company or any of their respective Subsidiaries its other Subsidiaries, or (ziii) transfer any of its properties property or assets to the Borrower, Guarantor Company or any of their respective its other Subsidiaries, except for except: (a) any encumbrance or restriction pursuant hereto or to an agreement in effect at or entered into on the Closing Date and reflected on Schedule 7.16 hereto; (b) any encumbrance or restriction with respect to a Subsidiary of the Company pursuant to an agreement relating to any Indebtedness issued by such encumbrances Subsidiary on or restrictions existing under prior to the date on which such Subsidiary became a Subsidiary of the Company or was acquired by reason the Company (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (ic) applicable law, any such encumbrance or restriction consisting of customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease; and (iid) this Agreement and in the other Loan Documents, case of clause (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrowerabove, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement Permitted Liens or other contract entered into by restrictions contained in security agreements securing Indebtedness permitted hereby to the Borrower, Guarantor or any of their respective Subsidiaries in the ordinary course of business, and (v) extent such restrictions on restrict the transfer of any assets the property subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)such security agreements.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective the Borrower's Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor or any of their respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (v) restrictions any instrument governing any Indebtedness permitted under Section 9.04(g), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (vi) agreements existing on the transfer of any assets subject Effective Date to or restrictions the extent and in the manner such agreements are in effect on the making of distributions imposed Effective Date and (vii) an agreement governing Indebtedness incurred to refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in connection with a Lien permitted by Sections 7.2.3(bclauses (ii), (cv) or (dvi).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xi) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Holdings or any Subsidiary of their SubsidiariesHoldings, or pay any Indebtedness owed to the Borrower, Guarantor Holdings or any a Subsidiary of their respective SubsidiariesHoldings, (yii) make loans or advances to the Borrower, Guarantor Holdings or any of their respective Holdings' Subsidiaries or (ziii) transfer any of its properties or assets to the Borrower, Guarantor Holdings or any of their respective Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (iA) applicable law, (iiB) this Agreement and the other Loan Credit Documents, (iiiC) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (ivD) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, business and (vE) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)Senior Subordinated Note Documents.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings -------------------------------------------------- will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Holdings or any Subsidiary of their SubsidiariesHoldings, or pay any Indebtedness owed to the Borrower, Guarantor Holdings or any a Subsidiary of their respective SubsidiariesHoldings, (yb) make loans or advances to the Borrower, Guarantor Holdings or any of their respective Holdings' Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor or any of their respective SubsidiariesHoldings, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (v) restrictions any instrument governing any Indebtedness permitted under Section 9.04(g), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (vi) agreements existing on the transfer of any assets subject Effective Date to or restrictions the extent and in the manner such agreements are in effect on the making of distributions imposed Effective Date; and (vii) an agreement governing Indebtedness incurred to refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in connection with a Lien permitted by Sections 7.2.3(bclauses (ii), (cv) or (dvi).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a and leasehold interest of the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, and (v) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, and (vi) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bSection 8.06(iii), (cvi), (vii) or (dxiii).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan DocumentsCredit Documents or the First Horizon International Financing, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (iv) except where the existence of such provision causes or may be reasonably believed to cause a Material Adverse Effect, customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, and (v) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, and (vi) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bSection 9.1(iii), (cvi) or (dvii).

Limitation on Certain Restrictions on Subsidiaries. The Parent and Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Parent or any Subsidiary of their Subsidiariesthe Parent, or pay any Indebtedness owed to the Borrower, Guarantor Parent or any a Subsidiary of their respective Subsidiariesthe Parent, (yb) make loans or advances to the Borrower, Guarantor Parent or any of their respective the Parent’s Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Parent or any of their respective the Parent’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the 2011 Credit Agreement and the 2010 Credit Agreement as in effect on the Closing Date, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Parent or any a Subsidiary of their respective Subsidiariesthe Parent, (ivv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Parent or any a Subsidiary of their respective Subsidiaries the Parent in the ordinary course of business, and (vvi) restrictions on any holder of a Permitted Lien may restrict the transfer of any the asset or assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b)thereto, (cvii) or restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the date hereof in accordance with the provisions of this Agreement and (d)viii) Non-Recourse Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings -------------------------------------------------- will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Holdings or any Subsidiary of their SubsidiariesHoldings, or pay any Indebtedness owed to the Borrower, Guarantor Holdings or any a Subsidiary of their respective SubsidiariesHoldings, (yb) make loans or advances to the Borrower, Guarantor Holdings or any of their respective Holdings' Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Holdings or any of their respective Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (v) restrictions on customary provisions restricting the transfer of any assets subject to or restrictions on Liens permitted under Sections 8.03(k) and (m) and (vi) the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)Senior Subordinated Notes Documents.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective the Borrower’s Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (v) restrictions on any holder of a Permitted Lien may restrict the transfer of any the asset or assets subject to or thereto and (vi) restrictions on the making of distributions imposed which are not more restrictive than those contained in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the Senior Subordinated Note Documents and the Senior Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, business and (vvi) restrictions on the transfer of any assets asset subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)Section 9.01.

Limitation on Certain Restrictions on Subsidiaries. The Borrower PESCO will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor PESCO or any Subsidiary of their SubsidiariesPESCO, or pay any Indebtedness Funded Debt owed to the Borrower, Guarantor PESCO or any Subsidiary of their respective SubsidiariesPESCO, (yb) make loans or advances to the Borrower, Guarantor PESCO or any Subsidiary of their respective Subsidiaries PESCO or (zc) transfer any of its properties or assets to the Borrower, Guarantor PESCO or any Subsidiary of their respective SubsidiariesPESCO, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor PESCO or any Subsidiary of their respective SubsidiariesPESCO, (ivv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor PESCO or any Subsidiary of their respective Subsidiaries PESCO in the ordinary course of business, business and (vvi) restrictions on the transfer of any assets asset subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), 9.01 (c) or (dvi).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective Subsidiaries Credit Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary Credit Party to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Financial Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective Subsidiaries or its Subsidiaries, (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective Subsidiariesits Subsidiaries or (d) create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract (including a ship purchase agreement) entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (v) restrictions any holder of a Lien on assets other than the Collateral may restrict the transfer of any the asset or assets subject to or thereto and (vi) restrictions on the making of distributions imposed which are not more restrictive than those contained in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective the Borrower' Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (v) restrictions on the Note Documents, (vi) the Existing Indebtedness Agreements, and (vii) customary provisions restricting the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien Liens permitted by Sections 7.2.3(b), (c) or (dunder Section 8.03(l).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Parent Guarantor will not, and will not permit Guarantor or any of their respective Subsidiaries Credit Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary Credit Party to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Parent Guarantor or any of their its Subsidiaries, or pay any Financial Indebtedness owed to the Borrower, Parent Guarantor or any a Subsidiary of their respective Subsidiariesthe Parent Guarantor, (yb) make loans or advances to the Borrower, Parent Guarantor or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Parent Guarantor or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Parent Guarantor or any a Subsidiary of their respective Subsidiariesthe Parent Guarantor, (iv) customary provisions restricting assignment of any licensing agreement or other contract (including a ship purchase agreement) entered into by the Borrower, Parent Guarantor or any a Subsidiary of their respective Subsidiaries the Parent Guarantor in the ordinary course of business, and (v) restrictions any holder of a Lien on assets other than the Collateral may restrict the transfer of any the asset or assets subject to or thereto and (vi) restrictions on the making of distributions imposed which are not more restrictive than those contained in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective, effective any encumbrance Lien or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiaries of their respective Subsidiaries or (z) transfer any of its properties or assets to the Borrower, Guarantor or any of their respective Subsidiaries, except for such encumbrances Liens or restrictions existing under or by reason of (i) applicable lawLaw, (ii) this Agreement and the other Loan DocumentsAgreement, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, ; and (v) restrictions on the transfer of customary provisions restricting distributions pursuant to any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)Permitted Receivables Transaction.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiaries, the Borrower or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective the Borrower's Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (v) restrictions on the Senior Subordinated Note Documents, (vi) the Existing Indebtedness Agreements and (vii) customary provisions restricting the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien Liens permitted by under Sections 7.2.3(b), 8.03(k) and (c) or (dm).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Company will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Company or any Subsidiary of their Subsidiariesthe Company, or pay any Indebtedness owed to the Borrower, Guarantor Company or any a Subsidiary of their respective Subsidiariesthe Company, (yb) make loans or advances to the Borrower, Guarantor Company or any of their respective the Company's Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Company or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Company or any a Subsidiary of their respective Subsidiariesthe Company, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Company or any a Subsidiary of their respective Subsidiaries the Company in the ordinary course of business, and (vvi) restrictions on customary provisions restricting the transfer of any assets subject pursuant to or restrictions on the making of distributions imposed in connection with a Lien Liens permitted by Sections 7.2.3(bunder Section 8.03(j), (ck), (l), (m) or (d)n) and (vii) restrictions or encumbrances pursuant to Indebtedness of a Subsidiary acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition) or on an asset securing such Indebtedness, provided that such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, and provided, further, that such restrictions or encumbrances apply solely to such Subsidiary or asset so acquired.

Limitation on Certain Restrictions on Subsidiaries. The No Borrower will, nor will not, and will not it permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any consensual encumbrance or consensual restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor such Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor such Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor such Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor such Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of ; provided that the foregoing shall not apply to (i) applicable lawrestrictions and conditions imposed by law or by any Loan Document, (ii) this Agreement and agreements entered into with an Applicable Insurance Regulatory Authority or ratings agency in the other Loan Documentsordinary course of business or any requirement imposed or required by any Applicable Insurance Regulatory Authority, (iii) customary provisions restricting subletting in partnership agreements, shareholders agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements or assignment of any lease governing a leasehold interest of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement restrictions imposed under contracts (including Policies and insurance contracts) or other contract trust agreements, in each case, entered into by the Borrower, Guarantor or any of their respective Subsidiaries in the ordinary course of business, and (v) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective the Borrower’s Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (v) restrictions on any holder of a Permitted Lien may restrict the transfer of any the asset or assets subject to or thereto and (vi) restrictions on the making of distributions imposed which are not more restrictive than those contained in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effectiveeffective any encumbrance, any encumbrance restriction or restriction condition on the ability of any such Subsidiary to (xi) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor or any of their SubsidiariesCompany, or pay any Indebtedness owed to the Borrower, Guarantor or any of their respective SubsidiariesCompany, (yii) make loans or advances to the Borrower, Guarantor or any of their respective Subsidiaries Company or (ziii) transfer any of its properties or assets to the Borrower, Guarantor or any of their respective SubsidiariesCompany, except for such encumbrances encumbrances, restrictions or restrictions conditions existing under or by reason of of: (ia) applicable law, mandatory Legal Requirements; (iib) (x) this Agreement and the other Loan Documents, (y) the Existing Debt Agreements as in effect on the Closing Date and (z) with respect to clause (iii) above, covenants in documents creating Liens permitted by Section 6.02(i) prohibiting or restricting the transfer of the properties encumbered thereby; (c) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor or any of their respective Subsidiaries, a Subsidiary; (ivd) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor or any of their respective Subsidiaries a Subsidiary in the ordinary course of business; (e) customary restrictions and conditions contained in any agreement relating to the sale of any property pending the consummation of such sale; provided that (i) such restrictions and conditions apply only to the property to be sold, and (vii) restrictions on the transfer of such sale is permitted hereunder; and (f) any assets subject to encumbrances or restrictions on the making of distributions imposed in connection with a Lien by any amendments or refinancings that are otherwise permitted by Sections 7.2.3(b)the Loan Documents of the contracts, instruments or obligations referred to in clause (cb)(y) above; provided that such amendments or (d)refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Holdings or any Subsidiary of their SubsidiariesHoldings, or pay any Indebtedness owed to the Borrower, Guarantor Holdings or any a Subsidiary of their respective SubsidiariesHoldings, (yb) make loans or advances to the Borrower, Guarantor Holdings or any of their respective Holdings’ Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Holdings or any of their respective Holdings’ Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (v) restrictions on customary provisions restricting the transfer of any assets subject to Liens permitted under Sections 8.03(l) and (m) and (vi) any document or restrictions on instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)Foreign Subsidiary incurring such Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Parent will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Parent or any Subsidiary of their Subsidiariesthe Parent, or pay any Indebtedness owed to the Borrower, Guarantor Parent or any a Subsidiary of their respective Subsidiariesthe Parent, (yb) make loans or advances to the Borrower, Guarantor Parent or any of their respective the Parent’s Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Parent or any of their respective the Parent’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the Other Credit Agreement as in effect on the Restatement Effective Date, or any refinancing thereof or amendments thereto, and the other Other Credit Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Parent or any a Subsidiary of their respective Subsidiariesthe Parent, (ivv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Parent or any a Subsidiary of their respective Subsidiaries the Parent in the ordinary course of business, and (vvi) restrictions on any holder of a Permitted Lien may restrict the transfer of any the asset or assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b)thereto, (cvii) or restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Original Effective Date in accordance with the provisions of this Agreement, and (d)viii) Non-Recourse Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on in respect of its Capital Stock or any other interest Equity Interests or participation in its profits owned by the Borrower, Guarantor Holdings or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor Holdings or any of their respective its Subsidiaries in the ordinary course Ordinary Course of businessBusiness, and (v) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, (vi) restrictions which, in the reasonable opinion of the Agents, are not more restrictive (taken as a whole) than the restrictions hereof; and (vii) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bSection 11.01(iii), (cvi), (xv) or (dxvi).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Restricted Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their SubsidiariesRestricted Subsidiary, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective SubsidiariesRestricted Subsidiary, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective Subsidiaries Restricted Subsidiary or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective SubsidiariesRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of agreements which (x) exist on the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor or any of their respective Subsidiaries in the ordinary course of business, Closing Date and (v) restrictions on to the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien extent not otherwise permitted by Sections 7.2.3(b)this Section 6.11) are listed on Schedule 6.11 and (y) to the extent agreements permitted by preceding sub-clause (x) are set forth in an agreement evidencing Indebtedness, (c) are set forth in any agreement evidencing any permitted renewal, extension or (d).refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective Subsidiaries the Borrower's Subsidiaries, or (zc) transfer any of its properties or assets to the Borrower, Guarantor or any of their respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawApplicable Laws, (ii) this Agreement and the other Loan Documents, (iii) the Senior Loan Agreement and any Permitted Refinancing Indebtedness; (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, and (ivv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (v) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d).

Limitation on Certain Restrictions on Subsidiaries. The Subject to Section 7.12, the Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, (iv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or such Subsidiary is the licensee) or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (v) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, (vi) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(b), Section 7.01 and (cvii) or (d)customary restrictions set forth in any joint venture agreement permitted hereunder on the transfer of any asset of the joint venture subject thereto.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective Subsidiaries its Subsidiaries, or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan DocumentsSenior Credit Facility, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (v) restrictions on customary provisions restricting the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien Liens permitted by Sections 7.2.3(bunder Section 7.01(iii), (cvii), (viii) and (ix), (vi) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 7.02 solely in respect of the assets to be sold pursuant to such contract, (vii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (d)viii) this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective the Borrower's Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (v) restrictions on any holder of a Permitted Lien may restrict the transfer of any the asset or assets subject to or thereto and (vi) restrictions on the making of distributions imposed which are not more restrictive than those contained in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement Agreement, the other Credit Documents, the Bridge Financing Documents, and the other Loan Viacom Acquisition Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, business and (v) customary restrictions on the transfer of in any assets subject to industrial revenue bond, purchase money financing, capital lease or restrictions on the making of distributions imposed in connection with a Lien any other agreement permitted by Sections 7.2.3(b), (c) or (d)this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Domestic Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay make Dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (zc) transfer create, incur, assume or suffer to exist any Lien on properties or assets of the Borrower or any of its properties or assets to the Borrower, Guarantor or any of their respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and Agreement, the other Loan DocumentsCredit Documents or the Asset Purchase Agreement, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement (in which Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, and (v) restrictions on in existence as of the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)Effective Date.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawlaw (including, in the case of the Captive Insurance Company, the New York Insurance Law and the regulations promulgated thereunder), (ii) this Agreement and the other Loan Credit Documents, (iii) the Senior Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, and (vvi) restrictions on the transfer of any assets subject to or restrictions on asset pending the making close of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d).the sale of such asset,

Limitation on Certain Restrictions on Subsidiaries. (a) The Borrower Borrowers will not, and will not permit Guarantor or any of their respective Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, except as set forth on Schedule XIII, any encumbrance or restriction on the ability of any such Restricted Subsidiary to (x) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Furniture Brands or any Restricted Subsidiary of their SubsidiariesFurniture Brands, or pay any Indebtedness owed to the Borrower, Guarantor Furniture Brands or any a Restricted Subsidiary of their respective SubsidiariesFurniture Brands, (y) make loans or advances to the Borrower, Guarantor Furniture Brands or any of their respective Furniture Brands' Restricted Subsidiaries or (z) transfer any of its properties or assets to the Borrower, Guarantor or any of their respective SubsidiariesFurniture Brands, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the BorrowerBorrowers or a Restricted Subsidiary of the Borrowers, Guarantor or any of their respective Subsidiaries, and (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrowers or any Restricted Subsidiary of their respective Subsidiaries the Borrowers in the ordinary course of business. (b) Furniture Brands will not permit any of its Unrestricted Subsidiaries to, and (v) restrictions directly or indirectly, create or otherwise cause or suffer to exist or become effective any restriction whatsoever on the transfer operations of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)Furniture Brands and/or its Restricted Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Borrower -------------------------------------------------- will not, and will not permit Guarantor or any of their its respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (x) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (y) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (z) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) other Indebtedness permitted pursuant to Section 9.04, in each case so long as the encumbrances and restrictions contained therein are not more restrictive than those contained in this Agreement, (iv) holders of Permitted Liens may restrict the transfer of any assets subject thereto, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or of any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, and (ivvi) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, and (v) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d).

Limitation on Certain Restrictions on Subsidiaries. The Neither the Borrower nor Trizec will, nor will not, and will not either of them permit Guarantor or any of their respective Subsidiaries Credit Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on (including, without limitation, any requirement that excess cash flow be used to repay other Indebtedness) the ability of Holdings or any such Subsidiary other Credit Party (other than, in the case of a restriction only, Trizec or the Borrower) to (xa) pay Dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Trizec or any Subsidiary of their SubsidiariesTrizec, or pay any Indebtedness owed to the Borrower, Guarantor Trizec or any a Subsidiary of their respective SubsidiariesTrizec, (yb) make loans or advances to the BorrowerTrizec, Guarantor or any Subsidiary of their respective Subsidiaries Trizec or (zc) transfer any of its properties or assets to the Borrower, Guarantor Trizec or any Subsidiary of their respective SubsidiariesTrizec, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Trizec or any of their respective Subsidiariesits Subsidiary, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Trizec or any of their respective Subsidiaries its Subsidiary in the ordinary course of business, and (v) any restrictions imposed by any holder of a Permitted Encumbrance on the transfer of any the asset or assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)thereto.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Each Credit Party will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction restric­tion on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions distribu­tions on its Capital Stock capital stock or any other interest Equity Interest or participation partici­pation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (zc) transfer trans­fer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances encum­brances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the BorrowerPulitzer Debt Documents as in effect on the Closing Date, Guarantor or any of their respective in each case so long as such restrictions apply solely to Pulitzer and/or its applicable Subsidiaries, (iv) customary provisions restricting subletting or assign­ment of any lease governing any leasehold interest of the Borrower or any of its Subsidiaries, (v) custom­ary provisions restricting assignment of any licensing licens­ing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, (vii) restric­tions on the trans­fer of any asset pending the close of the sale of such asset, and (vviii) restrictions on the transfer trans­fer of any assets asset subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(bSection 10.01(iii), (cvi), (vii), (x), (xiv), (xv) or (dxvii).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement or other contract agreements for the provision of services entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, busi ness and (vvi) restrictions on the transfer of any assets asset subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)Section 9.01.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Company will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor or Company any Subsidiary of their Subsidiaries, the Company or pay any Indebtedness owed to the Borrower, Guarantor Company or any a Subsidiary of their respective Subsidiariesthe Company, (yb) make loans or advances to the Borrower, Guarantor Company or any of their respective the Company's Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Company or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable lawlaw , (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Company or any a Subsidiary of their respective Subsidiariesthe Company, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Company or any a Subsidiary of their respective Subsidiaries the Company in the ordinary course of business, and (v) restrictions on the Senior Subordinated Note Documents, (vi) the Existing Indebtedness Agreements, (vii) customary provisions restricting the transfer of any assets subject to or Liens permitted under Sections 8.03(k) and (m) and (viii) restrictions on the making of distributions and conditions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)any Permitted Receivables Transaction.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary of the Borrower to (xa) pay Dividends dividends or make any other distributions on its Capital Stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor or any of their respective Subsidiariesan Operating Company, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor or any of their respective Subsidiaries an Operating Company in the ordinary course of business, and (v) restrictions on customary provisions in agreements governing third-party Indebtedness permitted under Section 8.04(i), and (vi) customary provisions restricting the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien Liens permitted by under Sections 7.2.3(b), 8.03(k) and (c) or (dm).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Borrowers will not, and will not permit Guarantor or any of their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, except as set forth on Schedule VIII, any encumbrance or restriction on the ability of any such Subsidiary to (x) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor any Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor any Borrower or any of their respective its Subsidiaries, (y) make loans or advances to the Borrower, Guarantor any Borrower or any of their respective its Subsidiaries or (z) transfer any of its properties or assets to the Borrower, Guarantor any Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) other Indebtedness permitted pursuant to Section 9.03, in each case so long as the encumbrances and restrictions contained therein are not more restrictive than those contained in this Agreement, (iv) holders of Permitted Liens may restrict the transfer of any assets subject thereto, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the BorrowerBorrowers or of any Subsidiary of the Borrowers, Guarantor or any of their respective Subsidiaries, and (ivvi) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrowers or any of their respective Subsidiaries in the ordinary course of business, and (v) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (x) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (y) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (z) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) other (1) Borrower to provide DB with a list of additional Material Subsidiaries. Indebtedness permitted pursuant to Section 9.04, in each case so long as the encumbrances and restrictions contained therein are not more restrictive than those contained in this Agreement, (iv) holders of Permitted Liens may restrict the transfer of any assets subject thereto, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or of any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, and (ivvi) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, and (v) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d).

Limitation on Certain Restrictions on Subsidiaries. The -------------------------------------------------- Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock or capital stock of any other interest or participation in its profits owned by the Borrower, Guarantor or any Subsidiary of their Subsidiaries, the Borrower or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective the Borrower's Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective Subsidiaries, its Subsidiaries except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor or any a Subsidiary of their respective Subsidiariesthe Borrower, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and ; (v) restrictions on the Senior Subordinated Note Documents and (vi) customary provisions restricting the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien Liens permitted by Sections 7.2.3(b), under Section 8.03(l) and (c) or (dm).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings and the Borrowers will not, and will not permit Guarantor or any of their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Holdings or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Holdings or any of their respective Subsidiaries its Subsidiaries, or (zc) transfer any of its properties or assets to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrowers or any Subsidiary of their respective Subsidiaries the Borrowers in the ordinary course of business, and (v) restrictions on customary provisions restricting the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien Liens permitted by Sections 7.2.3(bunder Section 8.01(iii), (cvii) and (viii), (vi) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (vii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (d)viii) any restrictions, after the issuance thereof, in the Permitted Seller Notes.

Limitation on Certain Restrictions on Subsidiaries. The No Borrower will notshall, and will not nor shall it permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective, effective any consensual encumbrance or restriction on the ability of any such Subsidiary to (xi) pay Dividends dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other interest or participation in its profits owned by the Borrower, Guarantor Obligations owed to any Borrower or any of their Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor or any of their respective its other Subsidiaries, (yii) make any loans or advances to the Borrower, Guarantor any Borrower or any of their respective Subsidiaries or its other Subsidiaries, (ziii) transfer any of its properties property or assets to the Borrower, Guarantor any Borrower or any of their respective Subsidiaries, except for such encumbrances its other Subsidiaries or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) enter into any Material Agreement unless such agreement expressly provides that it may be collaterally assigned to the Collateral Agent and may be further assigned by the Collateral Agent in any foreclosure, except: (a) any such encumbrance or restriction consisting of customary non-assignment provisions restricting assignment of any licensing agreement or other contract in Contractual Obligations which are not Material Agreements and are entered into by the Borrower, Guarantor or any of their respective Subsidiaries in the ordinary course of businessbusiness to the extent such provisions restrict the transfer or assignment of such agreement; (b) in the case of clause (iii) above, and Permitted Liens or other restrictions contained in security agreements securing Indebtedness permitted hereby to the extent such restrictions restrict the transfer of the assets specifically secured by such security agreement; (vc) any restriction on transfer of an asset pursuant to an agreement to sell such asset to the extent such sale would be permitted under the terms of this Agreement; and (d) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed Foreign Subsidiaries in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)Overdraft Agreements.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (x) pay Dividends dividends or make any other distributions on its Capital Stock Equity Interests or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (y) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (z) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) in the case of the foregoing clauses (y) (solely to the extent such encumbrance or restriction only applies to loans or advances made by any such Subsidiary of the Borrower to other Subsidiaries of the Borrower, and not loans and advances to be made by any such Subsidiary to the Borrower) and (z) of this Section 9.11, other Indebtedness permitted pursuant to Section 9.05, (iv) holders of Permitted Liens may restrict the transfer of any assets subject thereto, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or of any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, and (ivvi) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, and (v) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, any encumbrance or restriction on the ability of any such Subsidiary to (x) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (y) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (z) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the Senior Subordinated Note Documents and the Additional Subordinated Debt, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, business and (vvi) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b9.03(iv), (cx), (xi), (xii) or and (dxv).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the New Senior Note Documents, (iv) the Working Capital Facility, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (ivvi) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, business and (vvii) restrictions on the transfer of any assets asset subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b7.01(vii), (cviii) or and (dxv).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the Additional Permitted Subordinated Debt Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, and (v) restrictions vi)restrictions on the transfer of any assets asset pending the close of the sale of such asset, and (vii)restrictions on the transfer of any asset subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(bSection 9.01(iii), (cvi), (vii) or (dxiv).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective the Borrower' Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (v) restrictions on the Subordinated Note Documents, (vi) the Existing Indebtedness Agreements, and (vii) customary provisions restricting the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien Liens permitted by Sections 7.2.3(bunder Section 8.03(l), (cm) or and (dn).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective the Borrower's Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (vvi) restrictions on any holder of a Permitted Lien may restrict the transfer of any the asset or assets subject to or thereto and (vii) restrictions on which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the making Restatement Effective Date in accordance with the provisions of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (iv) except where the existence of such provision causes or may be reasonably believed to cause a Material Adverse Effect, customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, and (v) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, and (vi) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bSection 9.01(iii), (cvi) or (dvii).

Limitation on Certain Restrictions on Subsidiaries. The Borrower -------------------------------------------------- will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a and leasehold interest of the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, and (vvi) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, and (vii) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bSection 9.01(iii), (cvi), (vii), (xiv), (xv) or (dxviii).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will -------------------------------------------------- not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Holdings or any Subsidiary of their SubsidiariesHoldings, or pay any Indebtedness owed to the Borrower, Guarantor Holdings or any a Subsidiary of their respective SubsidiariesHoldings, (yb) make loans or advances to the Borrower, Guarantor Holdings or any of their respective Holdings' Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Holdings or any of their respective Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (v) restrictions on customary provisions restricting the transfer of any assets subject to Liens permitted under Sections 8.03(1) and (m) and (vi) any document or restrictions on instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)Foreign Subsidiary incurring such Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. (a) The Borrower Borrowers will not, and will not permit Guarantor or any of their respective Restricted Subsidiaries to, directly or indirectly, create or otherwise other- wise cause or suffer to exist or become effective, except as set forth on Schedule XIII, any encumbrance or restriction on the ability of any such Restricted Subsidiary to (x) pay Dividends dividends or make any other distributions dis- tributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Furniture Brands or any Restricted Subsidiary of their SubsidiariesFurniture Brands, or pay any Indebtedness owed to the Borrower, Guarantor Furniture Brands or any a Restricted Subsidiary of their respective SubsidiariesFurniture Brands, (y) make loans or advances to the Borrower, Guarantor Furniture Brands or any of their respective Furniture Brands's Restricted Subsidiaries or (z) transfer any of its properties or assets to the Borrower, Guarantor or any of their respective SubsidiariesFurniture Brands, except for such encumbrances or restrictions existing exist- ing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Borrowers or any a Restricted Subsidiary of their respective Subsidiariesthe Borrowers, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrowers or any Restricted Subsidiary of their respective Subsidiaries the Borrowers in the ordinary course of business, business and (v) restrictions on the transfer Receivables Subsidiary set forth in the Receivables Documents. (b) Furniture Brands will not permit any of its Unrestricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any assets subject to or restrictions restriction whatsoever on the making operations of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)Furniture Brands and/or its Restricted Subsidiaries.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective the Borrower's Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) the New Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (vvi) restrictions on the transfer any holder of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), Section 6.02 may restrict the transfer of the asset or assets subject thereto and (cvii) or (d)restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Original Closing Date in accordance with the provisions of this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, the Senior Notes, the Trico Subsea AS Credit Agreement, Trico Cayman Intercompany Loan Documentsand the Trico Supply Intercompany Loan Documentation, (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, and (v) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, and (vi) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bSection 10.01(iii), (cv) or (dvi).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Holdings or any Subsidiary of their SubsidiariesHoldings, or pay any Indebtedness owed to the Borrower, Guarantor Holdings or any a Subsidiary of their respective SubsidiariesHoldings, (yb) make loans or advances to the Borrower, Guarantor Holdings or any of their respective Holdings' Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Holdings or any of their respective Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (v) restrictions on customary provisions restricting the transfer of any assets subject to Liens permitted under Sections 8.03(l) and (m) and (vi) any document or restrictions on instrument evidencing Foreign Subsidiary Working Capital Indebtedness so long as such encumbrance or restriction only applies to the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)Foreign Subsidiary incurring such Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, will not permit any of its Subsidiaries to, and will not permit Guarantor or any of their respective Subsidiaries apply to the Bankruptcy Court for authority to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Holdings or any Subsidiary of their SubsidiariesHoldings, or pay any Indebtedness owed to the Borrower, Guarantor Holdings or any a Subsidiary of their respective SubsidiariesHoldings, (yb) make loans or advances to the Borrower, Guarantor Holdings or any of their respective Holdings' Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (v) restrictions on the Senior Subordinated Note Documents, (vi) the agreements evidencing the Existing Indebtedness that remain outstanding after the Petition Date, (vii) customary provisions restricting the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien Liens permitted by Sections 7.2.3(bunder Section 8.3(k), and (cviii) or (d)the Existing Credit Documents.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Holdings or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) after the issuance of any Permitted Subordinated Notes, the Permitted Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor Holdings or any of their respective its Subsidiaries in the ordinary course of business, and (vvi) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, and (vii) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(b), (c) or (d)Section 6.1.

Limitation on Certain Restrictions on Subsidiaries. The -------------------------------------------------- Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective, effective any encumbrance Lien or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiaries of their respective Subsidiaries or (z) transfer any of its properties or assets to the Borrower, Guarantor or any of their respective Subsidiaries, except for such encumbrances Liens or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan DocumentsAgreement, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries, the Borrower and (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (v) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary of the Borrower to (xi) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yii) make loans or advances to the Borrower, Guarantor Borrower or any of their respective Subsidiaries its Subsidiaries, or (ziii) transfer any of its properties or assets to the Borrower, Guarantor or any of their respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (iv) applicable law, (iiw) this Agreement Agreement, the other Credit Documents and the other Senior Subordinated Loan Documents, (iiix) customary provisions restricting subletting or assignment assignments of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor (y) the asset transfer or any of their respective Subsidiariesencumbrance restrictions imposed by purchase money or capitalized lease financing permitted pursuant to Section 9.04 hereof, or (ivz) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, and (v) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement Agreement, the other Credit Documents and the other Loan Osbo▇▇ ▇▇▇uisition Documents, (iii) the Existing Senior Subordinated Note Documents, (iv) the Holdings Senior Note Documents, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (ivvi) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, business and (vvii) customary restrictions on the transfer of in any assets subject to industrial revenue bond, purchase money financing, capital lease or restrictions on the making of distributions imposed in connection with a Lien any other agreement permitted by Sections 7.2.3(b), (c) or (d)this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Parent will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Parent or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Parent or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Parent or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Parent or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of of: (i) applicable law, ; (ii) this Agreement and the other Loan Credit Documents, ; (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Parent or any of their respective its Subsidiaries, ; (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Parent or any of their respective its Subsidiaries in the ordinary course of business, and ; (v) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset; (vi) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bSection 9.01(iii), (cv), and (vi); and (vii) or (d)restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Initial Borrowing Date in accordance with the provisions of this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Corporate Guarantor will not, and will not permit Guarantor or any of their respective Subsidiaries Credit Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary Credit Party to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the BorrowerCorporate Guarantor, Guarantor the Borrower or any of their respective Subsidiaries, or pay any Financial Indebtedness owed to the BorrowerCorporate Guarantor, Guarantor the Borrower or any of their respective Subsidiaries, (yb) make loans or advances to the BorrowerCorporate Guarantor, Guarantor the Borrower or any of their respective Subsidiaries or (zc) transfer any of its properties or assets to the BorrowerCorporate Guarantor, Guarantor the Borrower or any of their respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the BorrowerCorporate Guarantor, Guarantor the Borrower or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract (including a ship purchase agreement) entered into by the BorrowerCorporate Guarantor, Guarantor the Borrower or any of their respective Subsidiaries in the ordinary course of business, and (v) restrictions any holder of a Lien on assets other than the Collateral may restrict the transfer of any the asset or assets subject to or thereto and (vi) restrictions on the making of distributions imposed which are not more restrictive than those contained in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The -------------------------------------------------- Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary of the Borrower to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (zc) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, except in each case for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, business and (v) restrictions on customary provisions restricting the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien Liens permitted by Sections 7.2.3(b), (cunder Section 9.01(vii) or (dviii).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective the Borrower’s Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor or any of their respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (v) restrictions any instrument governing any Indebtedness permitted under Section 9.04(g), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (vi) agreements existing on the transfer of any assets subject Original Effective Date to or restrictions the extent and in the manner such agreements are in effect on the making of distributions imposed Original Effective Date and (vii) an agreement governing Indebtedness incurred to refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in connection with a Lien permitted by Sections 7.2.3(bclauses (ii), (cv) or (dvi).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor Holdings, the Co-Borrower if formed or any of their respective Subsidiaries the Subsidiary Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on (including, without limitation, any requirement that excess cash flow be used to repay other Indebtedness) the ability of any such Subsidiary to (xa) pay Dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective the Borrower's Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective the Borrower's Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Borrower or any of their respective Subsidiariessuch Subsidiary, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any of their respective Subsidiaries such Subsidiary in the ordinary course of business, and (v) any restrictions imposed by any holder of a Permitted Encumbrance on the transfer of any the asset or assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)thereto.

Limitation on Certain Restrictions on Subsidiaries. The --------------------------------------------------- Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary of the Borrower to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (zc) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, except in each case for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, business and (v) restrictions on customary provisions restricting the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien Liens permitted by Sections 7.2.3(b), (cunder Section 9.01(vii) or (dviii).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, and (vvi) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, and (vii) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bSection 9.01(iii), (cvi), (vii) or (dxiv).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (x) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (y) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (z) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) other Indebtedness permitted pursuant to Section 9.04, in each case so long as the encumbrances and restrictions contained therein are not more restrictive than those contained in this Agreement, (iv) holders of Permitted Liens may restrict the transfer of any assets subject thereto, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or of any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, and (ivvi) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, and (v) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective Subsidiaries to, directly Directly or indirectly, create or otherwise cause or suffer to exist or become effectiveeffective any encumbrance, any encumbrance restriction or restriction condition on the ability of any such Subsidiary to (xi) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor or any of their SubsidiariesCompany, or pay any Indebtedness owed to the Borrower, Guarantor or any of their respective SubsidiariesCompany, (yii) make loans or advances to the Borrower, Guarantor or any of their respective Subsidiaries Company or (ziii) transfer any of its properties or assets to the Borrower, Guarantor or any of their respective SubsidiariesCompany, except for such encumbrances encumbrances, restrictions or restrictions conditions existing under or by reason of of: (ia) applicable law, mandatory Legal Requirements; (iib) (x) this Agreement and the other Loan Documents and (y) the First Lien Loan Documents, ; (iiic) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor or any of their respective Subsidiaries, a Subsidiary; (ivd) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor or any of their respective Subsidiaries a Subsidiary in the ordinary course of business; (e) customary restrictions and conditions contained in any agreement relating to the sale of any property pending the consummation of such sale; provided that (i) such restrictions and conditions apply only to the property to be sold, and (vii) restrictions on such sale is permitted hereunder; (f) any agreement in effect at the transfer time such Subsidiary becomes a Subsidiary of any assets subject to or restrictions on the making of distributions imposed Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Lien Subsidiary of Borrower; or (g) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise permitted by Sections 7.2.3(b)the Loan Documents of the contracts, instruments or obligations referred to in clause (cf) above; provided that such amendments or (d)refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective the Borrower’s Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective the Borrower’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents and the Senior Note Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor or any a Subsidiary of their respective Subsidiariesthe Borrower, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (v) restrictions on any holder of a Permitted Lien may restrict the transfer of any the asset or assets subject to or thereto and (vi) restrictions on which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the making Effective Date in accordance with the provisions of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, any encumbrance or restriction on the ability of any such Subsidiary to (x) pay Dividends or make any other distributions on its Capital Stock or any other interest or participation in its profits owned by the Borrower, Guarantor or any of their Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor or any of their respective Subsidiaries, (y) make loans or advances to the Borrower, Guarantor or any of their respective Subsidiaries or (z) transfer any of its properties or assets to the Borrower, Guarantor or any of their respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor or any of their respective Subsidiaries in the ordinary course of business, business and (v) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective the Borrower's Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor or any of their respective Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (v) restrictions on the transfer of any assets subject to or restrictions on Holdings Senior Note Documents, the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), Borrower Senior Note Documents and agreements evidencing Existing Indebtedness and (cvi) or (d)Foreign Subsidiary Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. The US Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor US Borrower or any Subsidiary of their Subsidiariesthe US Borrower, or pay any Indebtedness owed to the US Borrower or any Subsidiary of the US Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor US Borrower or any Subsidiary of their respective Subsidiaries the US Borrower or (zc) transfer any of its properties or assets to the Borrower, Guarantor US Borrower or any Subsidiary of their respective Subsidiariesthe US Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the Senior Subordinated Note Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the US Borrower or any Subsidiary of the US Borrower, Guarantor or any of their respective Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement or other contract agreements for the provision of services entered into by the Borrower, Guarantor US Borrower or any Subsidiary of their respective Subsidiaries the US Borrower in the ordinary course of business, business and (vvi) restrictions on the transfer of any assets asset subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)Section 9.01.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Parent will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the Existing Senior Subordinated Note Documents, (iv) the Existing Senior Note Documents, (v) the New Senior Subordinated Notes, (vi) the Subordinated Exchange Debenture Indenture, (vii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (ivviii) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, business and (vix) customary restrictions on the transfer of in any assets subject to industrial revenue bond, purchase money financing, capital lease or restrictions on the making of distributions imposed in connection with a Lien any other agreement permitted by Sections 7.2.3(b), (c) or (d)this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Holdings and the Borrower will not, and will not permit Guarantor or any of their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective Subsidiaries its Subsidiaries, or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (v) restrictions on customary provisions restricting the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien Liens permitted by Sections 7.2.3(bunder Section 8.01(iii), (cvii), (viii) and (ix), (vi) any restrictions contained in contracts for the sale of assets permitted in accordance with Section 8.02 solely in respect of the assets to be sold pursuant to such contract, (vii) any restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (d)viii) any restrictions, after the issuance thereof, in the Subordinated Note Documents or the Permitted Seller Notes.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Except as set forth on Schedule VIII, the Borrowers will not, and will not permit Guarantor or any of their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, any encumbrance or restriction on the ability of any such Subsidiary to (x) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor any Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor any Borrower or any of their respective its Subsidiaries, (y) make loans or advances to the Borrower, Guarantor any Borrower or any of their respective its Subsidiaries or (z) transfer any of its properties or assets to the Borrower, Guarantor any Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) other Indebtedness permitted pursuant to Section 10.03, in each case so long as the encumbrances and restrictions contained therein are not more restrictive than those contained in this Agreement, (iv) holders of Permitted Liens may restrict the transfer of any assets subject thereto, (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the BorrowerBorrowers or of any Subsidiary of the Borrowers, Guarantor or any of their respective Subsidiaries, and (ivvi) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrowers or any of their respective Subsidiaries in the ordinary course of business, and (v) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, to create or otherwise cause or suffer permit to exist or become effective, effective any consensual encumbrance or restriction (other than pursuant to the Loan Documents) on the ability of any such Subsidiary of the Borrower to (xi) pay Dividends dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other interest or participation in its profits owned by obligation owed to the Borrower, Guarantor Borrower or any of their Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor or any of their respective its other Subsidiaries, (yii) make any loans or advances to the Borrower, Guarantor Borrower or any of their respective Subsidiaries its other Subsidiaries, or (ziii) transfer any of its properties property or assets to the Borrower, Guarantor Borrower or any of their respective its other Subsidiaries, except for such encumbrances except: (a) any encumbrance or restrictions existing under restriction pursuant to an agreement in effect at or by reason of (ientered into on the Effective Date and reflected on SCHEDULE 8.5(a) applicable law, (ii) this Agreement and the other Loan Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor hereto or any extension, replacement or refinancing thereof not prohibited herein; (b) any such encumbrance or restriction consisting of their respective Subsidiariescustomary non-assignment provisions in leases or licenses restricting leasehold interests or licenses, (iv) customary provisions restricting assignment of any licensing agreement or other contract as applicable, entered into by the Borrower, Guarantor or any of their respective Subsidiaries in the ordinary course of business; (c) in the case of clause (iii) above, and (v) Permitted Liens or other restrictions on contained in security agreements securing Indebtedness permitted hereby to the extent such restrictions restrict the transfer of any assets the property subject to or such security agreements; and (d) any restrictions on transfer of an asset pursuant to an agreement to sell such asset to the making of distributions imposed in connection with a Lien extent such sale would be permitted by Sections 7.2.3(b), (c) or (d)hereby.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings -------------------------------------------------- will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Holdings or any Subsidiary of their SubsidiariesHoldings, or pay any Indebtedness owed to the Borrower, Guarantor Holdings or any a Subsidiary of their respective SubsidiariesHoldings, (yb) make loans or advances to the Borrower, Guarantor Holdings or any of their respective Holdings' Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Holdings or any of their respective Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any a Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (v) restrictions on the Senior Subordinated Note Documents, (vi) customary provisions restricting the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien Liens permitted by under Sections 7.2.3(b8.03(k), (cm) and (o), (vii) any document or instrument evidencing Foreign Subsidiary Working Capital Indebt edness so long as such encumbrance or restriction only applies to the Foreign Subsidiary incurring such Indebtedness and (d)viii) the Accounts Receivable Facility Documents.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their SubsidiariesSubsidiary the Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, (iv) customary provisions restricting assignment of any licensing agreement, management agreement or other contract franchise agreement entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, and (v) restrictions on the transfer of any assets asset subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), this Agreement and (cvi) or restrictions set forth on Schedule XV and similar net worth restriction imposed on RFS Sub and any other Subsidiary of the type described in clause (d)v) of the definition of Subsidiary Guarantor.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Parent will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Parent or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Parent or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Parent or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Parent or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of of: (i) applicable law, ; (ii) this Agreement and the other Loan Credit Documents, ; (iii) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Parent or any of their respective its Subsidiaries, ; (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Parent or any of their respective its Subsidiaries in the ordinary course of business, and ; (v) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset; (vi) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bSection 9.01(iii), (cv), and (vi); and (vii) or (d)restrictions which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the Initial Borrowing Date in accordance with the provisions of this Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective Subsidiaries the Subsidiary Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary Guarantor to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any Subsidiary Guarantor of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary Guarantor of their respective Subsidiaries the Borrower or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any Subsidiary Guarantor of their respective Subsidiariesthe Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Borrower or any Subsidiary Guarantor of their respective Subsidiariesthe Borrower, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary Guarantor of their respective Subsidiaries the Borrower in the ordinary course of business, and (v) restrictions on the transfer of any assets asset subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b9.1(c), (cg) or and (dh).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Borrowers will not, and will not permit Guarantor or any of their respective Subsidiaries the Subsidiary Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on (including, without limitation, any requirement that excess cash flow be used to repay other Indebtedness) the ability of Holdings or any such Subsidiary to (xa) pay Dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by any of the Borrower, Guarantor Borrowers or any Subsidiary of their Subsidiariesany of the Borrowers, or pay any Indebtedness owed to the Borrower, Guarantor or any of their respective Subsidiariesthe Borrowers or a Subsidiary of any of the Borrowers, (yb) make loans or advances to any of the BorrowerBorrowers, Guarantor or any Subsidiary of their respective Subsidiaries any of the Borrowers or (zc) transfer any of its properties or assets to any of the Borrower, Guarantor Borrowers or any Subsidiary of their respective Subsidiariesany of the Borrowers, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor or any of their respective Subsidiariesthe Borrowers or such Subsidiary, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor or any of their respective Subsidiaries the Borrowers or such Subsidiary in the ordinary course of business, and (v) any restrictions imposed by any holder of a Permitted Encumbrance on the transfer of any the asset or assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)thereto.

Limitation on Certain Restrictions on Subsidiaries. The Each of Holdings and each other Borrower will not, and will not permit Guarantor or any of their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest Equity Interest or participation in its profits owned by the Borrower, Guarantor Holdings or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the Existing Senior Subordinated Notes Documents, (iv) the Senior Secured Notes Documents, (v) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Holdings or any of their respective its Subsidiaries, (ivvi) customary provisions restricting assignment of any licensing agreement (in which Holdings or any of its Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor Holdings or any of their respective its Subsidiaries in the ordinary course of business, and (vvii) restrictions on the transfer of any assets subject to or asset pending the close of the sale of such asset, and (vii) restrictions on the making transfer of distributions imposed in connection with any asset subject to a Lien permitted by Sections 7.2.3(bSection 10.01(iii), (cvi), (vii), (xv) or (dxvi)(x).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions distribu- tions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Holdings or any Subsidiary of their SubsidiariesHoldings, or pay any Indebtedness owed to the Borrower, Guarantor Holdings or any Subsidiary of their respective SubsidiariesHoldings, (yb) make loans or advances to the Borrower, Guarantor Holdings or any Subsidiary of their respective Subsidiaries Holdings or (zc) transfer any of its properties or assets to the Borrower, Guarantor Holdings or any Subsidiary of their respective SubsidiariesHoldings, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the SL Documents, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Holdings or any Subsidiary of their respective SubsidiariesHoldings, (ivv) customary provisions restricting assignment of any licensing agreement or other contract agreements for the provision of services entered into by the Borrower, Guarantor Holdings or any Subsidiary of their respective Subsidiaries Holdings in the ordinary course of business, business and (vvi) restrictions on the transfer of any assets asset subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)Section 9.01.

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on in the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Holdings or any Subsidiary of their SubsidiariesHoldings, or pay any Indebtedness owed to the Borrower, Guarantor Holdings or any a Subsidiary of their respective SubsidiariesHoldings, (yb) make loans or advances to the Borrower, Guarantor Holdings or any of their respective Subsidiaries Holdings' subsidiaries, or (zc) transfer any of its properties property or assets to the Borrower, Guarantor Holdings or any of their respective Holdings' Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Holdings or any a Subsidiary of their respective SubsidiariesHoldings, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Holdings or any Subsidiary of their respective Subsidiaries Holdings in the ordinary course of business, and (v) restrictions on customary provisions restricting the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien Liens permitted by under Sections 7.2.3(b8.03(j) and (l), (cvi) customary provisions restricting assignment of any Management Contract or Franchise Agreement (das defined in the Security Agreement), (vii) restrictions governing any of the Non-Recourse Debt of an NRD Borrower or any lease of an NRL Subsidiary and (viii) restrictions governing New Partnership and/or New Lessee contained in their organizational documents (to the extent reviewed by the Administrative Agent and in effect on the Restatement Effective Date or as thereafter amended with the consent of the Administrative Agent).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Loan Credit Documents, (iii) the Senior Notes and the Convertible Subordinated Debt existing on the Effective Date, (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Borrower or any of their respective its Subsidiaries, (ivv) customary provisions restricting assignment of any licensing agreement or other wagering systems equipment contract or similar contract entered into by the Borrower, Guarantor Borrower or any of their respective its Subsidiaries in the ordinary course of business, and (vvi) restrictions on prohibiting the transfer of any assets asset subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(bunder Section 9.01(iii), (cvii), (viii), (xiv) or (dxv) and (vii) the subordination of any Indebtedness incurred pursuant to Section 9.06(ix).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Neither of the Borrowers or Trizec will, nor will not, and will not either of the Borrowers or Trizec permit Guarantor Holding’s Parent or any of their respective Subsidiaries Credit Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on (including, without limitation, any requirement that excess cash flow be used to repay other Indebtedness) the ability of Holding’s Parent or any such Subsidiary Credit Party (other than, in the case of a restriction only, Trizec or Holding’s Parent) to (xa) pay Dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Trizec or any Subsidiary of their SubsidiariesTrizec, or pay any Indebtedness owed to the Borrower, Guarantor Trizec or any a Subsidiary of their respective SubsidiariesTrizec, (yb) make loans or advances to the BorrowerTrizec, Guarantor or any Subsidiary of their respective Subsidiaries Trizec or (zc) transfer any of its properties or assets to the Borrower, Guarantor Trizec or any Subsidiary of their respective SubsidiariesTrizec, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement the Existing Credit Documents and the other Loan Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Trizec or any of their respective Subsidiariesits Subsidiary, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Trizec or any of their respective Subsidiaries its Subsidiary in the ordinary course of business, and (v) any restrictions imposed by any holder of a Permitted Encumbrance on the transfer of any the asset or assets subject to thereto and (vi) the documents evidencing and/or securing Permitted Mortgage Indebtedness or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)Additional Property Indebtedness.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the ability of any such Subsidiary of the Borrower to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Subsidiaries, or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower or (zc) transfer any of its properties or assets to the Borrower or any Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, except in each case for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and Agreement, the other Loan Documents, the Shareholders' Agreements as in effect on the Effective Date and any Permitted Subordinated Note Document (so long as such encumbrances and restrictions therein are no less favorable to the Borrower than those contained in the Senior Subordinated Note Documents), (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiariesthe Borrower, (iv) customary provisions restricting assignment of any licensing agreement or other contract entered into by the Borrower, Guarantor Borrower or any Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business, business and (v) restrictions on customary provisions restricting the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien Liens permitted by Sections 7.2.3(b), (c) or (dunder Section 9.01(vii).

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (xa) pay Dividends dividends or make any other distributions on its Capital Stock capital stock or any other interest or participation in its profits owned by the Borrower, Guarantor Borrower or any of their its Restricted Subsidiaries, or pay any Indebtedness owed to the Borrower, Guarantor Borrower or any of their respective its Restricted Subsidiaries, (yb) make loans or advances to the Borrower, Guarantor Borrower or any of their respective its Restricted Subsidiaries or (zc) transfer any of its properties or assets to the Borrower, Guarantor Borrower or any of their respective its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of of: (i) applicable law, ; (ii) this Agreement and the other Credit Documents and the ABL Credit Agreement and the other definitive documentation entered into in connection therewith; (iii) any Refinancing Note Documents and Refinancing Term Loan Documents, ; (iiiiv) customary provisions restricting subletting or assignment of any lease governing a any leasehold interest of the Borrower, Guarantor Borrower or any of their respective its Restricted Subsidiaries, ; (ivv) customary provisions restricting assignment of any licensing agreement (in which the Borrower or any of its Restricted Subsidiaries is the licensee) or other contract entered into by the Borrower, Guarantor Borrower or any of their respective its Restricted Subsidiaries in the ordinary course of business, and (v) restrictions on the transfer of any assets subject to or restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d).; 105