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 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), and (vi) restrictions on transfer imposed on Restricted Subsidiaries or with respect to Properties owned by Restricted Subsidiaries.

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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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) documentation relating to Existing Indebtedness, (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, (vi) customary restrictions in any industrial revenue bond, purchase money financing, capital lease or any other agreement permitted by this Agreement and (vvii) restrictions on that exist with respect to any Subsidiary at the transfer time of any assets subject to or restrictions on the making acquisition of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b), (c) or (d)such Subsidiary.

Limitation on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit Guarantor or any of their respective Subsidiaries 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 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, or pay any Financial 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 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 of their respective Subsidiaries a Subsidiary 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 restrictions on the making of distributions imposed in connection with a Lien permitted by Sections 7.2.3(b)thereto, (cvi) or restrictions which are not more restrictive than those contained in this Agreement and (d)vii) with respect to the Subsidiaries of the Borrower that are not Subsidiary Guarantors only, restrictions under agreements relating to Financial Indebtedness permitted to be incurred by such Persons.

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 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 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 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) 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 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 10.01(iii), (cvi), (vii), (xiv), (xv), (xviii) or (dxix).

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 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 ECA Credit Agreements to the extent applicable, or any refinancing thereof or amendments thereto, and the other ECA 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, (vi) restrictions which are not more restrictive than those contained in this Agreement for any documents governing any Indebtedness incurred after the Closing Date in accordance with the terms of this Agreement and (vvii) restrictions on the transfer of BlueMountain Indebtedness (or 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 (dPermitted BlueMountain Refinancing Indebtedness).

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 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 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 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 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 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, 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 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 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 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 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 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 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 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 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 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 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) the Reimer Postponement Agreement or (vii) restrictions on the transfer of trans▇▇▇ ▇▇ 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 9.01(iii), (cvi), (vii), (viii) or (dxv).

Limitation on Certain Restrictions on Subsidiaries. (a) The Borrower will not, and will not permit Guarantor or any of their its respective 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 (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 Restricted Subsidiary of their Subsidiariesthe Borrower, or pay any Indebtedness owed to the Borrower or a Restricted Subsidiary of the Borrower, Guarantor or any of their respective Subsidiaries, (y) make loans or advances to the Borrower, Guarantor Borrower or any of their respective the Borrower's Restricted 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 Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower, Guarantor Borrower or any a Restricted 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 Restricted Subsidiary of their respective Subsidiaries the Borrower in the ordinary course of business. (b) The Borrower 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)Borrower 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 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. 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, 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 (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 agree- ment 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 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 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 which are not more restrictive than those contained in this Agreement contained in any documents governing any Indebtedness incurred after the making Trigger 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) 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. 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 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 Borrower or any Subsidiary of the Borrower, Guarantor or any of their 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, 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 Colfax 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 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 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 Subsidiaries or its Subsidiaries, (zc) transfer any of its properties or assets to the Borrower, Parent Guarantor 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, 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 Subsidiaries Company to, directly or indirectly, create or otherwise cause or suffer to exist or become effective, effective any encumbrance or restriction on the infoUSA Amended and Restated Credit Agreement ability of any such Subsidiary Company 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 SubsidiariesCompany, or pay any Indebtedness owed to the Borrower, Guarantor or any of their respective SubsidiariesCompany, (yb) make loans or advances to the Borrower, Guarantor or any of their respective Subsidiaries Company or (zc) transfer any of its properties or assets to the Borrower, Guarantor or any of their respective SubsidiariesCompany, 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 SubsidiariesCompany, (iv) customary provisions restricting assignment of any licensing agreement (in which a Company is the licensee) or other contract entered into by the Borrower, Guarantor or any of their respective Subsidiaries Company in the ordinary course of business, (v) any instrument governing Indebtedness described in Section 10.4(h), which restriction is not applicable to any Person, or the property or assets of any Person, other than the Person or the properties or assets acquired pursuant to any such Permitted Acquisition, (vi) agreements existing on the First Closing Date to the extent and in the manner such agreements are in effect on the First Closing Date, (vii) any agreement for the sale or disposition of capital stock or assets of any Subsidiary, provided that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 10.2, and (vviii) 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(bSection 10.1(e), (cf) or (dg).

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 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 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 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 -------------------------------------------------- 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 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 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 Second Lienholder Loan Agreement, (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 Borrower Holding 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, (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 (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 (vvi) 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), (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'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 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 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 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 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 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.