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 any of the Restricted 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 Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other Equity Interest or participation in its profits owned by the Borrower or any Restricted Subsidiary, or pay any Indebtedness owed to the Borrower or any Restricted Subsidiary, (b) make loans or advances to the Borrower or any Restricted Subsidiary or (c) transfer any of its properties or assets to the Borrower or any Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) agreements which (x) exist on the Closing Date and (to the extent not otherwise permitted by 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, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the

Limitation on Certain Restrictions on Subsidiaries. The Borrower Company will not, not and will not permit any of the Restricted its Subsidiaries to, and the Delaware Sub will not, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Restricted Subsidiary to or the Delaware Sub, as the case may be, to (a) pay dividends or make any other distributions on its capital stock or any other Equity Interest interest or participation in its profits owned by the Borrower Company or any Restricted SubsidiarySubsidiary of the Company, or pay any Indebtedness owed to the Borrower Company or any Restricted Subsidiary, a Subsidiary of the Company, (b) make loans or advances to the Borrower Company or any Restricted Subsidiary or of the Company’s Subsidiaries or (c) transfer any of its properties or assets to the Borrower Company or any Restricted Subsidiaryof the Company’s Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit DocumentsAgreement, (iii) agreements which customary provisions restricting subletting or assignment of any Lease governing a leasehold interest of the Company or a Subsidiary of the Company, (xiv) exist on customary provisions restricting assignment of any agreement entered into by the Closing Date Company or a Subsidiary of the Company in the ordinary course of business, (v) Permitted Liens restricting the transfer of the asset or assets subject thereto and (to the extent vi) restrictions which are not otherwise permitted by more restrictive than those contained in 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, are set forth Agreement contained in any agreement evidencing documents governing any permitted renewal, extension or refinancing Indebtedness incurred after the First Draw Down Date in accordance with the provisions of such Indebtedness so long as such renewal, extension or refinancing does not expand thethis Agreement.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the Restricted 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 Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other Equity Interest interest or participation in its profits owned by the Borrower or any Restricted SubsidiarySubsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or any Restricted Subsidiarya Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Restricted Subsidiary of the Borrower' Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Restricted Subsidiaryof 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, (iii) agreements which customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (xiv) exist on customary provisions restricting assignment of any licensing agreement entered into by the Closing Date Borrower or any Subsidiary of the Borrower in the ordinary course of business, (v) the Note Documents, (vi) the Existing Indebtedness Agreements, and (vii) customary provisions restricting the transfer of assets subject to the extent not otherwise Liens permitted by this under 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, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the8.03(l).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit any of the Restricted 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 Restricted Subsidiary of the Borrower to (a) pay dividends or make any other distributions on its capital stock Capital Stock or any other Equity Interest interest or participation in its profits owned by the Borrower or any Restricted SubsidiarySubsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or any Restricted Subsidiarya Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Restricted Subsidiary of the Borrower or (c) transfer any of its properties or assets to the Borrower or any Restricted SubsidiarySubsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of an Operating Company, (iv) customary provisions restricting assignment of any licensing agreement entered into by an Operating Company in the ordinary course of business, (v) customary provisions in agreements which (x) exist on the Closing Date governing third-party Indebtedness permitted under Section 8.04(i), and (vi) customary provisions restricting the transfer of assets subject to the extent not otherwise Liens permitted by this Section 6.11under Sections 8.03(k) 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, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand them).

Limitation on Certain Restrictions on Subsidiaries. The Borrower Company will not, and will not permit any of its Subsidiaries (other than the Restricted Subsidiaries Case Management Subsidiary and Anchor Packing) 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 Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other Equity Interest interest or participation in its profits owned by the Borrower Company or any Restricted SubsidiarySubsidiary of the Company, or pay any Indebtedness owed to the Borrower Company or any Restricted Subsidiarya Subsidiary of the Company, (b) make loans or advances to the Borrower Company or any Restricted Subsidiary of the Company's Subsidiaries or (c) transfer any of its properties or assets to the Borrower Company (other than in the case of this clause (c) restrictions existing as a result of Permitted Liens on such properties or any Restricted Subsidiaryassets), except for such encumbrances or restrictions (i) existing under or by reason of (i) applicable law, (ii) existing under or by reason of this Agreement and the other Credit Documents, (iii) agreements which restrictions described in Schedule X shall be permitted to remain in existence, (xiv) exist on customary restrictions may be contained in the Closing Date documentation approved by the Administrative Agent and Required Banks relating to any Permitted Receivables Transaction and (to v) existing under or as a result of customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the extent not otherwise permitted by this Section 6.11) are listed on Schedule 6.11 and (y) to Company or a Subsidiary of the extent agreements permitted by preceding sub-clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand theCompany.

Limitation on Certain Restrictions on Subsidiaries. The Lead Borrower will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other Equity Interest interest or participation in its profits owned by the Lead Borrower or any of its Restricted SubsidiarySubsidiaries, or pay any Indebtedness owed to the Lead Borrower or any of its Restricted SubsidiarySubsidiaries, (b) make loans or advances to the Lead Borrower or any of its Restricted Subsidiary Subsidiaries or (c) transfer any of its properties or assets to the Lead Borrower or any of its Restricted SubsidiarySubsidiaries, except for such encumbrances or restrictions existing under or by reason of of: (i) applicable law, ; (ii) this Agreement and the other Credit Documents, the ABL Credit Agreement, the First Lien Credit Agreement, and the other definitive documentation entered into in connection therewith; (iii) agreements which (x) exist on the Closing Date any Refinancing Term Loans and (to the extent not otherwise permitted by 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, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand theRefinancing Note Documents;

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the Restricted 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 Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other Equity Interest interest or participation in its profits owned by the Borrower or any Restricted SubsidiarySubsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or any Restricted Subsidiarya Subsidiary of the Borrower, (b) make loans or advances to to, or grant liens in favor of, the Borrower or any Restricted Subsidiary of the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Restricted SubsidiaryBorrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other Credit Documents, (iii) agreements which customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (xiv) exist on restrictions existing in the Closing Date New Senior Subordinated Note Documents and in the Existing Senior Subordinated Note Documents and (to v) restrictions existing in the extent not otherwise permitted by this Section 6.11) are listed on Schedule 6.11 and (y) to documents governing the extent agreements permitted by preceding sub-clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing terms of such Indebtedness so long as such renewal, extension or refinancing does not expand thethe Existing IRB.

Limitation on Certain Restrictions on Subsidiaries. The US Borrower will not, and will not permit any of the Restricted 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 Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other Equity Interest interest or participation in its profits owned by the US Borrower or any Restricted SubsidiarySubsidiary of the US Borrower, or pay any Indebtedness owed to the US Borrower or any Restricted SubsidiarySubsidiary of the US Borrower, (b) make loans or advances to the US Borrower or any Restricted Subsidiary of the US Borrower or (c) transfer any of its properties or assets to the US Borrower or any Restricted SubsidiarySubsidiary of the US Borrower, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) this Agreement and the other 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, (v) customary provisions restricting assignment of any licensing agreement or agreements which for the provision of services entered into by the US Borrower or any Subsidiary of the US Borrower in the ordinary course of business and (xvi) exist restrictions on the Closing Date and (transfer of any asset subject to the extent not otherwise a Lien permitted by 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, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the9.01.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any of the Restricted 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 Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other Equity Interest interest or participation in its profits owned by the Borrower or any Restricted SubsidiarySubsidiary of the Borrower, or pay any Indebtedness owed to the Borrower or any Restricted Subsidiarya Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Restricted Subsidiary of the Borrower's Subsidiaries or (c) transfer any of its properties or assets to the Borrower or any Restricted Subsidiaryof 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 Credit Documents, (iii) agreements which customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (xiv) exist on customary provisions restricting assignment of any agreement entered into by the Closing Date Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) any holder of a Permitted Lien may restrict the transfer of the asset or assets subject thereto and (to the extent vi) restrictions which are not otherwise permitted by more restrictive than those contained in 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, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand theAgreement.

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

Limitation on Certain Restrictions on Subsidiaries. The Borrower Holdings will not, and will not permit any of its Subsidiaries to, and will not apply to the Restricted Subsidiaries Bankruptcy Court for authority 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 Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or any other Equity Interest interest or participation in its profits owned by the Borrower Holdings or any Restricted SubsidiarySubsidiary of Holdings, or pay any Indebtedness owed to the Borrower Holdings or any Restricted Subsidiarya Subsidiary of Holdings, (b) make loans or advances to the Borrower Holdings or any Restricted Subsidiary of Holdings' Subsidiaries or (c) transfer any of its properties or assets to the Borrower Holdings or any Restricted Subsidiaryof 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, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any licensing agreement entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business, (v) the Senior Subordinated Note Documents, (vi) the agreements which evidencing the Existing Indebtedness that remain outstanding after the Petition Date, (xvii) exist on customary provisions restricting the Closing Date transfer of assets subject to Liens permitted under Section 8.3(k), and (to viii) the extent not otherwise permitted by 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, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand theExisting Credit Documents.