Common use of Clauses Restricting Subsidiary Distributions Clause in Contracts

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any restrictions consistent with the Management Agreements, (iv) Contractual Obligations governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and Capital Lease Obligations) and (v) customary anti-assignment provisions under contracts.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) restrictions in effect on the Restatement Effective Date and listed on Schedule 7.14, (iii) in the case of clause (c) above, customary non-assignment clauses in leases and other contracts entered into in the ordinary course of business and (iv) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any restrictions consistent with the Management Agreements, (iv) Contractual Obligations governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and Capital Lease Obligations) and (v) customary anti-assignment provisions under contracts.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary Loan Party and any of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) their respective Subsidiaries to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any customary restrictions consistent with on the Management Agreementsassignment of leases, licenses and other agreements, (iv) Contractual Obligations restrictions of the nature referred to in clause (c) above under agreements governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and liens or Capital Lease Obligations) and Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, (v) customary anti-assignment provisions under contractsagreements binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, or (vi) the transfer of any property subject to Liens permitted by Section 7.3.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any customary restrictions consistent with on the Management Agreementsassignment of leases, licenses and other agreements, and (iv) Contractual Obligations restrictions of the nature referred to in clause (c) above under agreements governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and liens or Capital Lease Obligations) and (v) customary anti-assignment provisions under contractsObligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) Company to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any customary restrictions consistent with on the Management Agreementsassignment of leases, licenses and other agreements, or (iv) Contractual Obligations restrictions of the nature referred to in clause (c) above under agreements governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and liens or Capital Lease Obligations) and (v) customary anti-assignment provisions under contractsObligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Parent Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make any payment of a type described in the definition of “Restricted Payments Payment” in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments investments in, the Borrower or any other Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the under, or imposed by (A) any Loan Documents, Document or (B) law; (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with (x) the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, Subsidiary or (y) the Disposition of any asset of such Subsidiary so long as the encumbrance or restriction applies only to the asset to be Disposed; (iii) any restrictions consistent and conditions contained in documentation relating to a Subsidiary acquired after the Closing Date, provided that such restriction or condition (x) existed at the time such Person became a Subsidiary and was not created in contemplation of or in connection with the Management Agreements, such Person becoming a Subsidiary and (y) applies only to such Subsidiary and (iv) Contractual Obligations restrictions contained in the documents governing any Indebtedness of any Subsidiary permitted hereunder (including pursuant to purchase money Indebtedness and Capital Lease Obligations) and (v) customary anti-assignment provisions under contractsSection 7.2.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any customary restrictions consistent with on the Management Agreementsassignment of leases, licenses and other agreements, or (iv) Contractual restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations governing Indebtedness otherwise permitted hereunder hereby which restrictions are only effective against the assets financed thereby or (including v) any restriction pursuant to purchase money Indebtedness and Capital Lease Obligationsany document, agreement or instrument governing or relating to any Lien permitted under Section 7.3(c), (d), (l), (m) and (vn) customary anti-assignment provisions under contracts(provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Senior Documents or the Loan Documents, (ii) any restrictions existing under the JV Agreements as of the date hereof, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, Subsidiary and (iii) and any restrictions consistent with the Management Agreements, (iv) Contractual Obligations governing Indebtedness permitted hereunder (including imposed pursuant to purchase money Indebtedness and Capital Lease Obligations) and (v) customary anti-assignment provisions under contractsany agreement governing any Subordinated Debt or Additional Subordinated Debt incurred as permitted hereunder.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any restrictions consistent with existing under any agreements governing (x) any Indebtedness permitted under Section 7.2(f), (g) and (i), and (y) the Management AgreementsPermitted Investor Preferred Stock, (iv) Contractual Obligations governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and Capital Lease Obligations) as imposed by any Requirement of Law, and (v) customary anti-assignment provisions under contractsas relating to any Excluded Foreign Subsidiary.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance Subsidiary, directly or restriction in an agreement between or among Group Members) indirectly, to (a) make Restricted Dividend Payments in respect of any Capital Stock Equity Interests of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrowera Loan Party, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower a Loan Party or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrowera Loan Party, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents or the Second Lien Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of (A) the Capital Stock Equity Interests of such Subsidiary held by Holdco, Borrower or any of their Subsidiaries or (B) the assets of such Subsidiary, (iii) provisions restricting assignments or sublets of any restrictions consistent with lease or other agreement entered into in the Management Agreementsordinary course of business, (iv) Contractual Obligations governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and Capital Lease Obligations) and restrictions under Permitted Liens, (v) customary anti-assignment provisions under contractsrestrictions contained in an agreement related to the sale of such property that limit the transfer of such property pending the consummation of such sale and (vi) any restriction on a Subsidiary existing prior to such Subsidiary becoming a Subsidiary of Borrower (and that was not created in anticipation thereof or connection therewith).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the JV Agreements as of the date hereof, (iii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any restrictions consistent with the Management Agreements, Subsidiary and (iv) Contractual Obligations and any restrictions imposed pursuant to any agreement governing Indebtedness any Subordinated Debt or Additional Subordinated Debt incurred as permitted hereunder (including pursuant to purchase money or Indebtedness and Capital Lease Obligations) and (v) customary anti-assignment provisions under contractsthe Subordinated Revolving Facility.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement or the other Loan Documents, (ii) applicable Law, (iii) the Prepetition Debt, (iv) any Permitted Refinancing Debt Document, (v) the debt agreements in connection with Indebtedness permitted under Section 7.02, (vi) any agreements governing any Liens otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets subject to such Liens) and (vii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any restrictions consistent with the Management Agreements, (iv) Contractual Obligations governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and Capital Lease Obligations) and (v) customary anti-assignment provisions under contracts.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) contained in the documentation evidencing the Senior Subordinated Notes and any restrictions consistent with the Management AgreementsPermitted Refinancing thereof, (iv) Contractual Obligations governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and Capital Lease Obligations) and contained in licenses or leases entered into in the ordinary course of business, (v) customary anti-assignment provisions contained in agreements relating to the sale of assets permitted hereunder pending such sale and only with respect to the specific property subject to sale, and (vi) contained in agreements evidencing Indebtedness permitted under contractsSection 8.2(k), solely with respect to property of Foreign Subsidiaries.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance Subsidiary, directly or restriction in an agreement between or among Group Members) indirectly, to (a) make Restricted Dividend Payments in respect of any Capital Stock Equity Interests of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrowera Loan Party, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower a Loan Party or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrowera Loan Party, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents or the First Lien Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of (A) the Capital Stock Equity Interests of such Subsidiary held by Holdco, Borrower or any of their Subsidiaries or (B) the assets of such Subsidiary, (iii) provisions restricting assignments or sublets of any restrictions consistent with lease or other agreement entered into in the Management Agreementsordinary course of business, (iv) Contractual Obligations governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and Capital Lease Obligations) and restrictions under Permitted Liens, (v) customary anti-assignment provisions under contractsrestrictions contained in an agreement related to the sale of such property that limit the transfer of such property pending the consummation of such sale and (vi) any restriction on a Subsidiary existing prior to such Subsidiary becoming a Subsidiary of Borrower (and that was not created in anticipation thereof or connection therewith).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than or any such encumbrance or restriction in an agreement between or among Group Members) Guarantor to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any customary restrictions consistent with on the Management Agreementsassignment of leases, licenses and other agreements, or (iv) Contractual Obligations restrictions of the nature referred to in clause (c) above under agreements governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and liens or Capital Lease Obligations) and (v) customary anti-assignment provisions under contractsObligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, (b) make loans or advances to, or other Investments in, the Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of of: (ia) any restrictions existing under the Loan Documents, ; (iib) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (c) customary restrictions on the assignment of leases, licenses and other agreements; (iiid) any restrictions consistent restriction with the Management Agreements, (iv) Contractual Obligations governing Indebtedness respect to any Liens permitted hereunder or any other Loan Document; (including pursuant e) as to transfers of assets, as may be provided in an agreement with respect to a sale of such assets; (f) encumbrances or restrictions relating to joint ventures; and (g) restrictions of the nature referred to in clause (c) above under agreements governing purchase money Indebtedness and liens or Capital Lease Obligations) and (v) customary anti-assignment provisions under contractsObligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (ai) make Restricted Payments payments in respect of any Capital Stock capital stock of such Subsidiary held by, or pay any Indebtedness Debt owed to, the Borrower or any other Subsidiary of the Borrower, (bii) make loans or advances to, or other Investments investments in, the Borrower or any other Subsidiary of the Borrower or (ciii) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (iA) any restrictions existing under this Agreement or the Loan DocumentsIndentures, (iiB) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock capital stock or assets of such Subsidiary, (iiiC) any restrictions consistent on a Subsidiary imposed by HMO Regulations, Insurance Regulations or other requirements of law, or any agreements entered into pursuant thereto, and (D) any restrictions applicable to a Person at the time such Person becomes a Subsidiary of the Borrower, provided that any such restriction shall not have been created in anticipation of or in connection with the Management Agreements, (iv) Contractual Obligations governing Indebtedness permitted hereunder (including transaction or series of transactions pursuant to purchase money Indebtedness and Capital Lease Obligations) and (v) customary anti-assignment provisions under contractswhich such Person became a Subsidiary of the Borrower.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary Loan Party and any of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) their respective Subsidiaries to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any customary restrictions consistent with on the Management Agreementsassignment of leases, licenses and other agreements, (iv) Contractual Obligations restrictions of the nature referred to in clause (c) above under agreements governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and liens or Capital Lease Obligations) and Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, (v) customary anti-assignment provisions under contractsany restrictions with respect to Investments permitted by Section 7.7(j), or (vi) any restrictions with respect to any agreement in effect at the time such Person becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of Group Member other than the Borrower (and with respect to subclauses (c)(vi) and (c)(vii) below, including any other than any such encumbrance or restriction in an agreement between or among SPV Subsidiary that is not a Group MembersMember) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary Group Member held by, or to pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary Group Member imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such SubsidiaryGroup Member, (iii) any customary restrictions consistent with on the Management Agreementsassignment of leases, licenses and other agreements, (iv) Contractual Obligations restrictions of the nature referred to in clause (c) above under agreements governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and liens or Capital Lease Obligations) and Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, (v) customary anti-assignment provisions under contracts.any agreement in effect at the time any Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement applies only to such Subsidiary, was not entered into solely in contemplation of

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, ; (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any restrictions by reason of customary provisions in joint venture agreements, leases, licenses and similar agreements entered into in the ordinary course of business consistent with the Management Agreementspast practice, (iv) Contractual Obligations any restrictions imposed by agreements governing Indebtedness permitted hereunder (including pursuant to any purchase money Indebtedness and Liens or Capital Lease ObligationsObligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and or (v) any customary anti-assignment provisions under contractsrestrictions existing in documentation governing Subordinated Debt.

Clauses Restricting Subsidiary Distributions. Enter The Borrower will not, and will not permit any Subsidiary (other than an Excluded Subsidiary) to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any restrictions consistent agreement or instrument governing Indebtedness assumed in connection with the Management Agreements, (iv) Contractual Obligations governing Indebtedness acquisition of assets by the Borrower or any Subsidiary permitted hereunder (including pursuant or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to purchase money Indebtedness and Capital Lease Obligations) and (v) customary anti-assignment provisions under contracts.any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired,

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (ai) make Restricted Payments payments in respect of any Capital Stock capital stock of such Subsidiary held by, or pay any Indebtedness Debt owed to, the Borrower or any other Subsidiary of the Borrower, (bii) make loans or advances to, or other Investments investments in, the Borrower or any other Subsidiary of the Borrower or (ciii) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (iA) any restrictions existing under this Agreement or the Loan DocumentsIndentures, (iiB) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock capital stock or assets of such Subsidiary, (iiiC) any restrictions consistent on a Subsidiary imposed by HMO Regulations, Insurance Regulations or other requirements of law, or any agreements entered into pursuant thereto, and (D) any restrictions applicable to a Person at the time such Person becomes a Subsidiary of the Borrower; provided that any such restriction shall not have been created in anticipation of or in connection with the Management Agreements, (iv) Contractual Obligations governing Indebtedness permitted hereunder (including transaction or series of transactions pursuant to purchase money Indebtedness and Capital Lease Obligations) and (v) customary anti-assignment provisions under contractswhich such Person became a Subsidiary of the Borrower.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, or (b) make loans or advances to, or other Investments in, in the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any restrictions consistent with set forth in the Management AgreementsSenior Subordinated Note Indenture (and the instruments or agreements governing any Indebtedness permitted pursuant to Section 7.2(j)(ii)), (iv) Contractual Obligations governing any restrictions contained in agreements related to Indebtedness permitted hereunder of any Excluded Foreign Subsidiary (including pursuant in which case such restriction shall relate only to purchase money Indebtedness such Excluded Foreign Subsidiary and Capital Lease Obligationsits Subsidiaries) and (v) customary anti-assignment provisions under contractsany restrictions regarding licenses or sublicenses by the Borrower and its Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any restrictions consistent with existing under any agreements governing (x) any Indebtedness permitted under [Sections]Section 7.2(f), (g), (i) and (l), and (y) the Management AgreementsPermitted Investor Preferred Stock, (iv) Contractual Obligations governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and Capital Lease Obligations) as imposed by any Requirement of Law, and (v) customary anti-assignment provisions under contractsas relating to any Excluded Foreign Subsidiary.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the US Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the US Borrower or any other Subsidiary of the US Borrower, (b) make loans or advances to, or other Investments in, the US Borrower or any other Subsidiary of the US Borrower or (c) transfer any of its assets to the US Borrower or any other Subsidiary of the US Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary of the US Borrower imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any customary restrictions consistent with on the Management Agreementsassignment of leases, licenses and other agreements, (iv) Contractual Obligations governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and Capital Lease Obligations) restrictions imposed by corporate or other applicable law, and (v) customary anti-assignment provisions restrictions of the nature referred to in clause (c) above under contractsagreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary Loan Party and any of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) their respective Subsidiaries to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any customary restrictions consistent with on the Management Agreementsassignment of leases, licenses and other agreements, or (iv) Contractual Obligations restrictions of the nature referred to in clause (c) above under agreements governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and liens or Capital Lease Obligations) and (v) customary anti-assignment provisions under contractsObligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower Company or any other Subsidiary of the BorrowerRestricted Subsidiary, (b) make loans or advances to, or other Investments in, to the Borrower Company or any other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower Company or any other Subsidiary of the BorrowerRestricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) any restrictions consistent with the Management Agreementscustomary provisions in leases, licenses and other agreements restricting assignment thereof, (iv) Contractual Obligations governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness restrictions that are binding on a Restricted Subsidiary at the time it becomes a Restricted Subsidiary and Capital Lease Obligations) that were not entered into in contemplation of its becoming a Restricted Subsidiary and (v) customary anti-assignment provisions under contractsrestrictions imposed by any agreement relating to secured obligations that apply only to the property securing such obligations.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, ; (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any restrictions by reason of customary provisions in joint venture agreements, leases, licenses and similar agreements entered into in the ordinary course of business consistent with the Management Agreementspast practice, (iv) Contractual Obligations any restrictions imposed by agreements governing Indebtedness permitted hereunder (including pursuant to any purchase money Indebtedness and Liens or Capital Lease ObligationsObligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and or (v) customary anti-assignment provisions any restrictions existing under contractsSections 4.07 and 4.11 of the Senior Subordinated Note Indenture.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any restrictions consistent with the Management Agreementsgoverning a Disposition permitted under Section 7.5, provided that such restriction relates solely to property to be disposed of, (iv) Contractual Obligations governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and Capital Lease Obligationsany restrictions in existence at the time of any acquisition consummated in accordance with Section 7.8(i) and (v) customary anti-assignment provisions any restrictions under contractsthe Existing Loan Documents.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any restrictions consistent with existing under any agreements governing (x) any Indebtedness permitted under Section 7.2(f), (g), (i) and (l), and (y) the Management AgreementsPermitted Investor Preferred Stock, (iv) Contractual Obligations governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and Capital Lease Obligations) as imposed by any Requirement of Law, and (v) customary anti-assignment provisions under contractsas relating to any Excluded Foreign Subsidiary.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Divi- dend Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerBor- rower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower Bor- rower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Credit Documents, (ii) any restrictions with respect to a Subsidiary Sub- sidiary imposed pursuant to an agreement that has been entered into in connection con- nection with the Disposition disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, Subsidiary and (iii) the Existing Indenture or any restrictions consistent with other Indebtedness so long as such encumbrances or restrictions, taken as a whole, are no more restrictive than those contained in the Management Agreements, (iv) Contractual Obligations governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and Capital Lease Obligations) and (v) customary anti-assignment provisions under contractsExisting Inden- ture.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary Loan Party and any of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) their respective Subsidiaries to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any customary restrictions consistent with on the Management Agreementsassignment of leases, licenses and other agreements, (iv) Contractual Obligations restrictions under agreements governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and liens, Capital Lease Obligations) and Obligations or other secured Indebtedness otherwise permitted hereby which restrictions are only effective against the assets financed thereby, (v) customary anti-assignment provisions under contractsrestrictions or conditions imposed by Requirements of Law, and (vi) any agreements in effect at the time any Person becomes a Group Member; provided, however, that such agreement was not entered into in contemplation of such Person becoming a Group Member.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all any of the Capital Stock or assets of any Subsidiary with regard to such SubsidiaryCapital Stock or assets that are disposed of, (iii) any customary restrictions consistent with on the Management Agreementsassignment or transfer of leases, licenses and other agreements, (iv) Contractual Obligations agreements governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and liens or Capital Lease Obligations) and Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, (v) customary anti-assignment provisions under contractsagreements binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, and (vi) the transfer of any property subject to Liens permitted by Section 7.3.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the either Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Subsidiary held by, or pay any Indebtedness owed to, the either Borrower or any other Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments in, the either Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the either Borrower or any other Subsidiary of the BorrowerSubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Subsidiary, Subsidiary in a transaction otherwise permitted by this Agreement and (iii) any restrictions consistent with existing under Indebtedness described on Schedule 6.2(d) as in effect on the Management Agreements, (iv) Contractual Obligations governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and Capital Lease Obligations) and (v) customary anti-assignment provisions under contractsdate of this Agreement.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any restrictions consistent with on the Management Agreementsassignment of leases, licenses and other agreements entered into in the ordinary course of business, (iv) Contractual restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations governing Indebtedness otherwise permitted hereunder hereby which restrictions are only effective against the assets financed thereby, or (including v) any restriction pursuant to purchase money Indebtedness and Capital Lease Obligationsany document, agreement or instrument governing or relating to any Lien permitted under Section 7.3(c), (m), (n) and (vp) customary anti-assignment provisions under contracts(provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any customary restrictions consistent with on the Management Agreementsassignment of leases, licenses and other agreements, and (iv) Contractual Obligations restrictions of the nature referred to in clause (c) above under agreements governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and liens or Capital Lease Obligations) and (v) customary anti-assignment provisions under contractsObligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any restrictions consistent with the Management Agreementsgoverning a Disposition permitted under Section 7.5, provided that such restriction relates solely to property to be disposed of, (iv) Contractual Obligations governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and Capital Lease Obligations) any restrictions in existence at the time of any acquisition consummated in accordance with Section 7.8(i), and (v) customary anti-assignment provisions under contractsany agreements governing purchase money Indebtedness or Capital Lease Obligations permitted hereby.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the any Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay repay or prepay any Indebtedness owed toto or by, the such Borrower or any other Subsidiary of the such Borrower, (b) make loans or advances to, or other Investments in, the such Borrower or any other Subsidiary of the such Borrower or (c) transfer any of its assets to the such Borrower or any other Subsidiary of the such Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any customary restrictions consistent with on the Management Agreements, assignment of leases and licenses entered into in the ordinary course of business and (iv) Contractual Obligations restrictions of the nature referred to in clause (c) above under agreements governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and liens or Capital Lease Obligations) and (v) customary anti-assignment provisions under contractsObligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) Holdings to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower Borrower, Holdings or any other Subsidiary of the BorrowerBorrower or Holdings, (b) make loans or advances to, or other Investments in, the Borrower Borrower, Holdings or any other Subsidiary of the Borrower Borrower, Holdings or (c) transfer any of its assets to the Borrower Borrower, Holdings or any other Subsidiary of the BorrowerBorrower or Holdings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all any of the Capital Stock or assets of any Subsidiary with regard to such SubsidiaryCapital Stock or assets that are disposed of, (iii) any customary restrictions consistent with on the Management Agreementsassignment or transfer of leases, licenses and other agreements, (iv) Contractual Obligations agreements governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and liens or Capital Lease Obligations) and Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, (v) customary anti-assignment provisions under contractsagreements binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such agreements were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, and (vi) the transfer of any property subject to Liens permitted by Section 7.3.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the BVI Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the BVI Borrower or any other Subsidiary of the BVI Borrower, (b) make loans or advances to, or other Investments in, the BVI Borrower or any other Subsidiary of the BVI Borrower or (c) transfer any of its assets to the BVI Borrower or any other Subsidiary of the BVI Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the First Lien Loan Documents or the Second Lien Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, and (iii) any restrictions consistent with the Management Agreements, (iv) Contractual Obligations agreements governing Indebtedness permitted hereunder (including pursuant to any purchase money Indebtedness and Liens or Capital Lease ObligationsObligations permitted by Section 8.3(g) and (v) customary anti-assignment provisions under contractsin which case, any prohibition or limitation shall only be effective against the assets financed thereby).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any restrictions consistent with under the Management Agreementsagreements governing the Senior Notes, (iv) Contractual Obligations any restrictions governing Indebtedness a Disposition permitted hereunder (including pursuant under Section 7.5, provided that such restriction relates solely to purchase money Indebtedness and Capital Lease Obligations) property to be disposed of, and (v) customary anti-assignment provisions under contractsany restrictions in existence at the time of any acquisition consummated in accordance with Section 7.8(i).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or to pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan DocumentsDocuments or any Cash Management Agreement, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any customary restrictions consistent with on the Management Agreementsassignment of leases, licenses and other agreements, (iv) Contractual restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations governing Indebtedness otherwise permitted hereunder hereby which restrictions are only effective against the assets financed thereby, or (including v) any restriction pursuant to purchase money Indebtedness and Capital Lease Obligationsany document, agreement or instrument governing or relating to any Lien permitted under clauses (e) and (vl) customary anti-assignment provisions under contractsof the definition of Permitted Lien (provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Group Member, or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGroup Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition permitted hereby of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any restrictions consistent with on the Management Agreementsassignment of leases, licenses and other agreements entered into in the ordinary course of business, (iv) Contractual restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations governing Indebtedness otherwise permitted hereunder hereby which restrictions are only effective against the assets financed thereby, or (including v) any restriction pursuant to purchase money Indebtedness and Capital Lease Obligationsany document, agreement or instrument governing or relating to any Lien permitted under Section 6.3(c), (m), (n) and (vp) customary anti-assignment provisions under contracts(provided that any such restriction relates only to the assets or property subject to such Lien or being Disposed).