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 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 Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any 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) customary restrictions on the assignment of leases, licenses and other agreements, and (iv) restrictions of the nature referred to in clause (c) above under agreements 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 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 any other Group Member or any Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Borrower or any Subsidiary of the Borrower other Group Member, or (c) transfer any of its assets to the Borrower or any Subsidiary of the Borrowerother Group 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) customary restrictions on the assignment of leases, licenses and other agreements, and or (iv) restrictions of the nature referred to in clause (c) above under agreements 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 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 Subsidiary of the Borrowerother Group Member, (b) make loans or advances to, or other Investments in, the Borrower or any Subsidiary of the Borrower other Group Member, or (c) transfer any of its assets to the Borrower or any Subsidiary of the Borrowerother Group 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) customary restrictions on the assignment of leases, licenses and other agreements, and (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, (v) agreements 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 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) customary restrictions on the assignment of leases, licenses and other agreements, and (iv) restrictions of the nature referred to in clause (c) above under agreements 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 of the Borrower Subsidiary, directly or 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 Subsidiary of the Borrowera Loan Party, (b) make loans or advances to, or other Investments in, the Borrower or any Subsidiary of the Borrower a Loan Party or (c) transfer any of its assets to the Borrower or any 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) customary restrictions on provisions restricting assignments or sublets of any lease or other agreement entered into in the assignment ordinary course of leasesbusiness, licenses and other agreements, and (iv) restrictions under Permitted Liens, (v) customary restrictions contained in an agreement related to the sale of such property that limit the nature referred 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 clause (c) above under agreements governing purchase money liens anticipation thereof or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed therebyconnection therewith).

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 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 Subsidiary of the BorrowerRestricted Subsidiary, (b) make loans or advances to, or other Investments in, the Borrower or any Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any 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, ; (iiic) customary restrictions on the assignment of leases, licenses and other agreements; (d) any restriction with respect to any Liens permitted hereunder or any other Loan Document; (e) as to transfers of assets, and as may be provided in an agreement with respect to a sale of such assets; (ivf) encumbrances or restrictions relating to joint ventures; and (g) restrictions of the nature referred to in clause (c) above under agreements 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 of the Parent Borrower 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 Subsidiary of the BorrowerGroup Member, (b) make loans or advances to, or other Investments investments in, the Borrower or any Subsidiary of the Borrower Group Member or (c) transfer any of its assets to the Borrower or any 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) customary restrictions on and conditions contained in documentation relating to a Subsidiary acquired after the assignment 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 leases, licenses or in connection with such Person becoming a Subsidiary and other agreements, (y) applies only to such Subsidiary and (iv) restrictions contained in the documents governing any Indebtedness of the nature referred to in clause (c) above any Subsidiary permitted under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed therebySection 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 Subsidiary, directly or 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 Subsidiary of the Borrowera Loan Party, (b) make loans or advances to, or other Investments in, the Borrower or any Subsidiary of the Borrower a Loan Party or (c) transfer any of its assets to the Borrower or any 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) customary restrictions on provisions restricting assignments or sublets of any lease or other agreement entered into in the assignment ordinary course of leasesbusiness, licenses and other agreements, and (iv) restrictions under Permitted Liens, (v) customary restrictions contained in an agreement related to the sale of such property that limit the nature referred 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 clause (c) above under agreements governing purchase money liens anticipation thereof or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed therebyconnection 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 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 Subsidiary of the Borrowerother Group Member, (b) make loans or advances to, or other Investments in, the Borrower or any Subsidiary of the Borrower other Group Member, or (c) transfer any of its assets to the Borrower or any Subsidiary of the Borrowerother Group 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) customary restrictions on the assignment of leases, licenses and other agreements, and or (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed therebythereby or (v) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Section 7.3(c), (d), (l), (m) and (n) (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 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) customary and any restrictions on the assignment of leases, licenses and other agreements, and (iv) restrictions of the nature referred imposed pursuant to in clause (c) above under agreements any agreement governing purchase money liens any Subordinated Debt or Capital Lease Obligations otherwise Additional Subordinated Debt incurred as permitted hereby which restrictions are only effective against the assets financed therebyhereunder.

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 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 Subsidiary of the Borrowerother Group Member, (b) make loans or advances to, or other Investments in, the Borrower or any Subsidiary of the Borrower other Group Member, or (c) transfer any of its assets to the Borrower or any Subsidiary of the Borrowerother Group 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) customary restrictions on the assignment of leases, licenses and other agreements, and (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, (v) any 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 the Borrower 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) customary restrictions on contained in the assignment documentation evidencing the Senior Subordinated Notes and any Permitted Refinancing thereof, (iv) contained in licenses or leases entered into in the ordinary course of leasesbusiness, licenses (v) contained in agreements relating to the sale of assets permitted hereunder pending such sale and other agreementsonly with respect to the specific property subject to sale, and (ivvi) restrictions contained in agreements evidencing Indebtedness permitted under Section 8.2(k), solely with respect to property of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed therebyForeign 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 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) customary restrictions on the assignment of leases, licenses and other agreements, and (iv) restrictions of the nature referred to in clause (c) above under agreements 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 of the Borrower or any 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 Subsidiary of the Borrowerother Group Member, (b) make loans or advances to, or other Investments in, the Borrower or any Subsidiary of the Borrower other Group Member, or (c) transfer any of its assets to the Borrower or any Subsidiary of the Borrowerother Group 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) customary restrictions on the assignment of leases, licenses and other agreements, and or (iv) restrictions of the nature referred to in clause (c) above under agreements 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 of the Borrower 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) customary restrictions on the assignment of leases, licenses and other agreements, Subsidiary and (iv) and any restrictions of imposed pursuant to any agreement governing any Subordinated Debt or Additional Subordinated Debt incurred as permitted hereunder or Indebtedness under the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed therebySubordinated 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 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) customary any restrictions on the assignment of leasesexisting under any agreements governing (x) any Indebtedness permitted under Section 7.2(f), licenses (g) and other agreements(i), and (y) the Permitted Investor Preferred Stock, (iv) restrictions as imposed by any Requirement of the nature referred Law, and (v) as relating to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed therebyany 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 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) customary any restrictions on the assignment a Subsidiary imposed by HMO Regulations, Insurance Regulations or other requirements of leaseslaw, licenses and other agreementsor any agreements entered into pursuant thereto, and (ivD) any restrictions applicable to a Person at the time such Person becomes a Subsidiary of the nature referred Borrower, provided that any such restriction shall not have been created in anticipation of or in connection with the transaction or series of transactions pursuant to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against such Person became a Subsidiary of the assets financed therebyBorrower.

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 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 Subsidiary of the Borrowerother Group Member, (b) make loans or advances to, or other Investments in, the Borrower or any Subsidiary of the Borrower other Group Member, or (c) transfer any of its assets to the Borrower or any Subsidiary of the Borrowerother Group 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) customary restrictions on the assignment of leases, licenses and other agreements, and or (iv) restrictions of the nature referred to in clause (c) above under agreements 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 of the Borrower 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) customary any restrictions on the assignment of leasesgoverning a Disposition permitted under Section 7.5, licenses and other agreementsprovided that such restriction relates solely to property to be disposed of, and (iv) any restrictions in existence at the time of any acquisition consummated in accordance with Section 7.8(i) and (v) any restrictions under the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed therebyExisting 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 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) customary any restrictions on the assignment of leasesexisting under any agreements governing (x) any Indebtedness permitted under Section 7.2(f), licenses (g), (i) and other agreements(l), and (y) the Permitted Investor Preferred Stock, (iv) restrictions as imposed by any Requirement of the nature referred Law, and (v) as relating to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed therebyany 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 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) customary restrictions on the assignment of leases, licenses and other agreements, and (iv) restrictions of the nature referred to in clause (c) above under agreements 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 of the Borrower 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 Subsidiary of the Borrowerother Group Member, (b) make loans or advances to, or other Investments in, the Borrower or any Subsidiary of the Borrower other Group Member, or (c) transfer any of its assets to the Borrower or any Subsidiary of the Borrowerother Group 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) customary restrictions on the assignment of leases, licenses and other agreementsagreements entered into in the ordinary course of business, and (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, or (v) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Section 6.3(c), (m), (n) and (p) (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 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) customary restrictions on the assignment of leasesExisting Indenture or any other Indebtedness so long as such encumbrances or restrictions, licenses and other agreementstaken as a whole, and (iv) restrictions of are no more restrictive than those contained in the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed therebyExisting Inden- ture.

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 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 Subsidiary of the Borrowerother Subsidiary, (b) make loans or advances to, or other Investments in, the Borrower or any Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any Subsidiary of the Borrowerother 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 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) customary restrictions on any agreement or instrument governing Indebtedness assumed in connection with the assignment acquisition of leasesassets by the Borrower or any Subsidiary permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, licenses and which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other agreements, and (iv) restrictions than the Person or the properties or assets of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby.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 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) customary any restrictions on the assignment a Subsidiary imposed by HMO Regulations, Insurance Regulations or other requirements of leaseslaw, licenses and other agreementsor any agreements entered into pursuant thereto, and (ivD) any restrictions applicable to a Person at the time such Person becomes a Subsidiary of the nature referred Borrower; provided that any such restriction shall not have been created in anticipation of or in connection with the transaction or series of transactions pursuant to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against such Person became a Subsidiary of the assets financed therebyBorrower.

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 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 Subsidiary of the Borrowerother Group Member, (b) make loans or advances to, or other Investments in, the Borrower or any Subsidiary of the Borrower other Group Member, or (c) transfer any of its assets to the Borrower or any Subsidiary of the Borrowerother Group 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) customary restrictions on the assignment of leases, licenses and other agreementsagreements entered into in the ordinary course of business, and (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, or (v) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under Section 7.3(c), (m), (n) and (p) (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 Group Member other than the Borrower (and with respect to subclauses (c)(vi) and (c)(vii) below, including any other SPV Subsidiary that is not a Group Member) 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 Subsidiary of the Borrowerother Group Member, (b) make loans or advances to, or other Investments in, the Borrower or any Subsidiary of the Borrower other Group Member, or (c) transfer any of its assets to the Borrower or any Subsidiary of the Borrowerother Group 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) customary restrictions on the assignment of leases, licenses and other agreements, and (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby., (v) 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 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 restrictions on the assignment of provisions in joint venture agreements, leases, licenses and other agreementssimilar agreements entered into in the ordinary course of business consistent with past practice, and (iv) any restrictions of the nature referred to in clause (c) above under imposed by agreements governing any purchase money liens Liens or Capital Lease Obligations otherwise permitted hereby (in which restrictions are case, any prohibition or limitation shall only be effective against the assets financed thereby) or (v) any customary restrictions existing in documentation governing Subordinated Debt.

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 Company or a Co-Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Company, a Co-Borrower or any other Subsidiary of the Company or a Co-Borrower, as the case may be, (b) make loans or advances to, or other Investments in, the Company or a Co-Borrower or any other Subsidiary of the Borrower Company or a Co-Borrower, as the case may be, or (c) transfer any of its assets to the Company or the Borrower or any other Subsidiary of the Company or a Co-Borrower, as the case may be, 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, and (iii) customary any restrictions on under the assignment of leasesIndentures applicable to “Unrestricted Subsidiaries” thereunder, licenses and other agreements, and (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed therebyso long as such entities remain “Unrestricted Subsidiaries” thereunder.

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 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 Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any Subsidiary of the Borrowerother 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 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) customary any restrictions on set forth in the assignment of leasesSenior Subordinated Note Indenture (and the instruments or agreements governing any Indebtedness permitted pursuant to Section 7.2(j)(ii)), licenses and other agreements, and (iv) any restrictions contained in agreements related to Indebtedness of any Excluded Foreign Subsidiary (in which case such restriction shall relate only to such Excluded Foreign Subsidiary and its Subsidiaries) and (v) any restrictions regarding licenses or sublicenses by the nature referred Borrower and its Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed therebysuch 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 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) customary any restrictions on the assignment of leasesexisting under any agreements governing (x) any Indebtedness permitted under [Sections]Section 7.2(f), licenses (g), (i) and other agreements(l), and (y) the Permitted Investor Preferred Stock, (iv) restrictions as imposed by any Requirement of the nature referred Law, and (v) as relating to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed therebyany 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 or 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) customary restrictions on the assignment or transfer of leases, licenses and other agreements, and (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, (v) agreements 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 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) customary restrictions on the assignment of leases, licenses and other agreements, and (iv) restrictions of the nature referred to in clause (c) above under any agreements governing any purchase money liens Liens or Capital Lease Obligations otherwise permitted hereby by Section 8.3(g) (in which restrictions are 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 either Borrower 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 Subsidiary of the Borrowerother Subsidiary, (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 Subsidiary of the Borrowerother 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 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) customary any restrictions existing under Indebtedness described on Schedule 6.2(d) as in effect on the assignment date of leases, licenses and other agreements, and (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed therebythis 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 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 Subsidiary of the Borrowerother Group Member, (b) make loans or advances to, or other Investments in, the Borrower or any Subsidiary of the Borrower other Group Member, or (c) transfer any of its assets to the Borrower or any Subsidiary of the Borrowerother Group 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) customary restrictions on the assignment of leases, licenses and other agreements, and (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, or (v) any restriction pursuant to any document, agreement or instrument governing or relating to any Lien permitted under clauses (e) and (l) of 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 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) customary any restrictions on under the assignment of leasesagreements governing the Senior Notes, licenses and other agreements(iv) any restrictions governing a Disposition permitted under Section 7.5, provided that such restriction relates solely to property to be disposed of, and (ivv) any restrictions in existence at the time of the nature referred to any acquisition consummated in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed therebyaccordance 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 US Borrower 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 Subsidiary of the US Borrower, (b) make loans or advances to, or other Investments in, the US Borrower or any Subsidiary of the US Borrower or (c) transfer any of its assets to the US Borrower or any 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) customary restrictions on the assignment of leases, licenses and other agreements, (iv) restrictions imposed by corporate or other applicable law, and (ivv) restrictions of the nature referred to in clause (c) above under agreements 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 of the Borrower 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) customary any restrictions on governing a Disposition permitted under Section 7.5, provided that such restriction relates solely to property to be disposed of, (iv) any restrictions in existence at the assignment time of leases, licenses and other agreementsany acquisition consummated in accordance with Section 7.8(i), and (ivv) restrictions of the nature referred to in clause (c) above under any agreements governing purchase money liens Indebtedness or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed therebyhereby.

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 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 Subsidiary of the Borrowerother Group Member, (b) make loans or advances to, or other Investments in, the Borrower or any Subsidiary of the Borrower other Group Member, or (c) transfer any of its assets to the Borrower or any Subsidiary of the Borrowerother Group 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) customary restrictions on the assignment of leases, licenses and other agreements, and (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or liens, Capital Lease Obligations or other secured Indebtedness otherwise permitted hereby which restrictions are only effective against the assets financed thereby, (v) restrictions 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 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) customary restrictions on the assignment or transfer of leases, licenses and other agreements, and (iv) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, (v) agreements 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 any Borrower 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) customary restrictions on the assignment of leases, leases and licenses and other agreements, entered into in the ordinary course of business and (iv) restrictions of the nature referred to in clause (c) above under agreements 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 of the Borrower 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 restrictions on the assignment of provisions in joint venture agreements, leases, licenses and other agreementssimilar agreements entered into in the ordinary course of business consistent with past practice, and (iv) any restrictions of the nature referred to in clause (c) above under imposed by agreements governing any purchase money liens Liens or Capital Lease Obligations otherwise permitted hereby (in which restrictions are case, any prohibition or limitation shall only be effective against the assets financed thereby) or (v) any restrictions existing under Sections 4.07 and 4.11 of the Senior Subordinated Note Indenture.