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 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 or the Senior Notes Indenture, (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, or (iii) any customary provisions in joint venture agreements relating to joint ventures and other similar agreements entered into in the ordinary course of business (and in the case of a joint venture that becomes a Subsidiary following the Closing Date, restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders’ agreements solely to the extent of the Capital Stock of or property held in such Person) that solely affect the relevant joint venture and any customary encumbrances or restrictions on any Foreign Subsidiary pursuant to Indebtedness incurred by such Foreign Subsidiary that solely affect such Foreign Subsidiary.

Clauses Restricting Subsidiary Distributions. Enter Other than pursuant to the Senior Note Indentures, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower Company to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower Company or any other Subsidiary of the BorrowerCompany, (b) make loans or advances to, or other Investments in, the Borrower Company or any other Subsidiary of the Borrower Company or (c) transfer any of its assets to the Borrower Company or any other Subsidiary of the BorrowerCompany, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under the Loan Documents or the Senior Notes Indenturethis Agreement, (ii) any restrictions with respect to a Significant 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 Significant Subsidiary, or (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (vi) customary provisions in joint venture agreements relating to joint ventures leases and other similar agreements entered into in contracts restricting the ordinary course of business (and in the case of a joint venture that becomes a Subsidiary following the Closing Date, restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders’ agreements solely to the extent of the Capital Stock of or property held in such Person) that solely affect the relevant joint venture and any customary encumbrances or restrictions on any Foreign Subsidiary pursuant to Indebtedness incurred by such Foreign Subsidiary that solely affect such Foreign Subsidiaryassignment thereof.

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 or the Senior Notes IndentureDocuments, (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, (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, or (iiiv) any customary provisions in joint venture agreements relating restrictions with respect to joint ventures and other similar agreements a Subsidiary acquired pursuant to a Permitted Acquisition (provided that such restrictions were not entered into in contemplation of or in connection with such Permitted Acquisition) and restrictions with respect to a Foreign Subsidiary arising under applicable law, (vi) consensual arrangements with insurance regulators with respect to the ordinary course Insurance Subsidiary and (vii) restrictions applicable to Foreign Subsidiaries arising with respect to Indebtedness of business (and in the case of a joint venture that becomes a Subsidiary following the Closing Date, restrictions in such Person’s organizational documents or Foreign Subsidiaries permitted pursuant to any joint venture agreement or stockholders’ agreements solely to the extent of the Capital Stock of or property held in such Person) that solely affect the relevant joint venture and any customary encumbrances or restrictions on any Foreign Subsidiary pursuant to Indebtedness incurred by such Foreign Subsidiary that solely affect such Foreign SubsidiarySection 7.2.

Clauses Restricting Subsidiary Distributions. Enter In the case of any Subsidiary of the Borrower, 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 other Subsidiary of the BorrowerGuarantor, (b) make loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower Guarantor or (c) transfer any of its assets to the Borrower or any other Subsidiary of the BorrowerGuarantor, except for (i) any such encumbrances or restrictions existing under under, or incorporated by reason of (i) any restrictions existing under reference from, the Loan Documents (or are less burdensome than the Senior Notes Indenturecorresponding Loan Document provision), (ii) any such encumbrances or restrictions with respect to a Subsidiary Guarantor imposed pursuant to an agreement that has been entered into in connection with the any Disposition permitted under Section 7.5 (including any Disposition of all or substantially all of the any Capital Stock or assets of such Subsidiary, a Subsidiary Guarantor) or (iii) any customary provisions in joint venture agreements relating to joint ventures and other similar agreements such encumbrance or restriction imposed by any Swap Agreement entered into by any Loan Party in accordance with the ordinary course terms of business this Agreement that (A) incorporates any applicable Requirements of Law, (B) takes the form of a customary net worth or similar liquidity requirement with respect to the Loan Party that is the counterparty to such Swap Agreement or agreement, (C) imposes a restriction on the assignment of such Swap Agreement or agreement (and in such restriction is otherwise permitted under the case terms of the Loan Documents) or (D) imposes a joint venture restriction on the disposition of property that becomes is Collateral where the party imposing such restriction is a Subsidiary following the Closing Date, restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders’ agreements solely Secured Party subject to the extent terms of the Capital Stock of or property held in such Person) that solely affect the relevant joint venture and any customary encumbrances or restrictions on any Foreign Subsidiary pursuant to Indebtedness incurred by such Foreign Subsidiary that solely affect such Foreign SubsidiaryIntercreditor Agreement.

Clauses Restricting Subsidiary Distributions. Enter Other than pursuant to the Senior Note Indentures, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower Company to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower Company or any other Subsidiary of the BorrowerCompany, (b) make loans or advances to, or other Investments in, the Borrower Company or any other Subsidiary of the Borrower Company or (c) transfer any of its assets to the Borrower Company or any other Subsidiary of the BorrowerCompany, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under the Loan Documents or the Senior Notes Indenturethis Agreement, (ii) any restrictions with respect to a Significant 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 Significant Subsidiary, or (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the date hereof, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (vi) customary provisions in joint venture agreements relating to joint ventures leases and other similar agreements entered into in contracts restricting the ordinary course of business (and in the case of a joint venture that becomes a Subsidiary following the Closing Date, restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders’ agreements solely to the extent of the Capital Stock of or property held in such Person) that solely affect the relevant joint venture and any customary encumbrances or restrictions on any Foreign Subsidiary pursuant to Indebtedness incurred by such Foreign Subsidiary that solely affect such Foreign Subsidiaryassignment thereof.

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 or the Senior Notes IndentureDocuments, (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, or (iii) any customary provisions in joint venture agreements relating to joint ventures and other similar agreements entered into in restrictions consistent with the ordinary course of business Management Agreements, (and in the case of a joint venture that becomes a Subsidiary following the Closing Date, restrictions in such Person’s organizational documents or iv) Contractual Obligations governing Indebtedness permitted hereunder (including pursuant to any joint venture agreement or stockholders’ agreements solely to the extent of the purchase money Indebtedness and Capital Stock of or property held in such PersonLease Obligations) that solely affect the relevant joint venture and any (v) customary encumbrances or restrictions on any Foreign Subsidiary pursuant to Indebtedness incurred by such Foreign Subsidiary that solely affect such Foreign Subsidiaryanti-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 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 or the Senior Notes IndentureDocuments, (ii) restrictions in effect on the Closing 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, (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, or (iiiv) any customary provisions in joint venture agreements relating restrictions with respect to joint ventures and other similar agreements a Subsidiary acquired pursuant to a Permitted Acquisition (provided, that such restrictions were not entered into in contemplation of or in connection with such Permitted Acquisition) and restrictions with respect to a Foreign Subsidiary arising under applicable law, (vi) consensual arrangements with insurance regulators with respect to the ordinary course Insurance Subsidiary and (vii) restrictions applicable to Foreign Subsidiaries arising with respect to Indebtedness of business (and in the case of a joint venture that becomes a Subsidiary following the Closing Date, restrictions in such Person’s organizational documents or Foreign Subsidiaries permitted pursuant to any joint venture agreement or stockholders’ agreements solely to the extent of the Capital Stock of or property held in such Person) that solely affect the relevant joint venture and any customary encumbrances or restrictions on any Foreign Subsidiary pursuant to Indebtedness incurred by such Foreign Subsidiary that solely affect such Foreign SubsidiarySection 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 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 this Agreement or the Senior Notes other Loan Documents, (ii) applicable law, (iii) the First Lien Note Indenture, (iiiv) the Second Lien Note Indenture, (v) the Senior Unsecured Note Indenture, (vi) the Senior Subordinated Note Indenture, (vii) any Permitted Refinancing Debt Document, (viii) the debt agreements in connection with Indebtedness permitted under Section 7.02, (ix) 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), or (x) 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, or (iii) any customary provisions in joint venture agreements relating to joint ventures and other similar agreements entered into in the ordinary course of business (and in the case of a joint venture that becomes a Subsidiary following the Closing Date, restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders’ agreements solely to the extent of the Capital Stock of or property held in such Person) that solely affect the relevant joint venture and any customary encumbrances or restrictions on any Foreign Subsidiary pursuant to Indebtedness incurred by such Foreign Subsidiary that solely affect such 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 the Loan Documents this Agreement or the Senior Notes IndentureIndentures, (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, or (iiiC) any customary provisions in joint venture agreements relating to joint ventures and restrictions on a Subsidiary imposed by HMO Regulations, Insurance Regulations or other similar requirements of law, or any agreements entered into in pursuant thereto, and (D) any restrictions applicable to a Person at the ordinary course of business (and in the case of a joint venture that time such Person becomes a Subsidiary following of the Closing DateBorrower, restrictions provided that any such restriction shall not have been created in such Person’s organizational documents anticipation of or in connection with the transaction or series of transactions pursuant to any joint venture agreement or stockholders’ agreements solely to the extent which such Person became a Subsidiary of the Capital Stock of or property held in such Person) that solely affect the relevant joint venture and any customary encumbrances or restrictions on any Foreign Subsidiary pursuant to Indebtedness incurred by such Foreign Subsidiary that solely affect such Foreign SubsidiaryBorrower.

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 or the Senior Notes Indentureunder any law or regulation of any Governmental Authority, (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, or (iii) any restrictions in existence at the time the Borrower acquired or acquires such Subsidiary, (iv) restrictions and conditions existing on the date hereof, (v) customary provisions in joint venture leases or other agreements relating to joint ventures restricting the assignment thereof, and other similar agreements entered into in the ordinary course of business (and in the case of a joint venture that becomes a Subsidiary following the Closing Date, vi) any restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders’ agreements solely constituting secured Indebtedness, provided the restrictions only apply to the extent of the Capital Stock of or property held in assets constituting security for such Person) that solely affect the relevant joint venture and any customary encumbrances or restrictions on any Foreign Subsidiary pursuant to Indebtedness incurred by such Foreign Subsidiary that solely affect such Foreign SubsidiaryIndebtedness.

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 or the Senior Notes IndentureDocuments, (ii) restrictions in effect on the Closing 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, (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, or (iiiv) any customary provisions in joint venture agreements relating restrictions with respect to joint ventures and other similar agreements a Subsidiary acquired pursuant to a Permitted Acquisition (provided that such restrictions were not entered into in the ordinary course contemplation of business or in connection with such Permitted Acquisition) and restrictions with respect to a Foreign Subsidiary arising under applicable law and (and in the case of a joint venture that becomes a Subsidiary following the Closing Date, restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders’ agreements solely vi) consensual arrangements with insurance regulators with respect to the extent of the Capital Stock of or property held in such Person) that solely affect the relevant joint venture and any customary encumbrances or restrictions on any Foreign Insurance Subsidiary pursuant to Indebtedness incurred by such Foreign Subsidiary that solely affect such Foreign Subsidiary.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of (a) any Subsidiary of the U.S. Borrower to (ai) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the U.S. Borrower or any other Subsidiary of the BorrowerGuarantor, (bii) make loans or advances to, or other Investments in, the U.S. Borrower or any other Subsidiary of the Borrower Guarantor or (ciii) transfer any of its assets to the U.S. Borrower or any other Subsidiary Guarantor or (b) any Subsidiary of the BorrowerCanadian Borrower to (i) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, except or pay any Indebtedness owed to, the Canadian Borrower or any Canadian Guarantor, (ii) make loans or advances to, or other Investments in, the Canadian Borrower or any Canadian Guarantor or (iii) transfer any of its assets to the Canadian Borrower or any Canadian Guarantor, except, in the case of each of clauses (a) and (b), for such encumbrances or restrictions existing under or by reason of (iA) any restrictions existing under the Loan Documents or the Senior Notes IndentureDocuments, (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 SubsidiarySubsidiary permitted hereby, or and (iiiB) any customary provisions restrictions on transfer in joint venture agreements relating to joint ventures connection with purchase money security interests and other similar agreements entered into in the ordinary course of business Capital Lease Obligations otherwise permitted under this Agreement (and in the case of a joint venture provided that becomes a Subsidiary following the Closing Date, such restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders’ agreements solely shall be limited to the extent assets that are the subject of the such purchase money security interest or Capital Stock of or property held in such Person) that solely affect the relevant joint venture and any customary encumbrances or restrictions on any Foreign Subsidiary pursuant to Indebtedness incurred by such Foreign Subsidiary that solely affect such Foreign SubsidiaryLease Obligation).

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) applicable law, (ii) any restrictions existing under the Loan Documents or the Senior Notes IndentureDocuments, (iiiii) 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, or (iiiiv) any restrictions governing a Disposition permitted under Section 7.5, provided that such restriction relates solely to property to be disposed of, (v) any restrictions in existence at the time of any acquisition consummated in accordance with Section 7.8(i), (vi) customary provisions in joint venture agreements relating to joint ventures and other similar agreements restricting assignment of any agreement entered into in the ordinary course of business business, (and vii) customary provisions in the case of a joint venture that becomes a Subsidiary following agreements or similar agreements or the Closing Date, restrictions in such Person’s organizational documents of Subsidiaries that are not Wholly Owned Subsidiaries, and (viii) any agreements governing purchase money Indebtedness or pursuant to any joint venture agreement or stockholders’ agreements solely to the extent of the Capital Stock of or property held in such Person) that solely affect the relevant joint venture and any customary encumbrances or restrictions on any Foreign Subsidiary pursuant to Indebtedness incurred by such Foreign Subsidiary that solely affect such Foreign SubsidiaryLease 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 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 other Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments 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 under, or imposed by (A) any Loan Documents Document or the Senior Notes Indenture, (B) Applicable 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 sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, Subsidiary or (y) the sale or disposition of any asset of such Subsidiary so long as the encumbrance or restriction applies only to the asset to be disposed; (iii) any customary provisions restrictions and conditions contained in joint venture agreements documentation relating to joint ventures and other similar agreements entered into in the ordinary course of business (and in the case of a joint venture that becomes a Subsidiary following 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 such Person becoming a Subsidiary and (y) applies only to such Subsidiary; and (iv) restrictions contained in the documents governing any Indebtedness secured by Liens permitted under this Agreement if such Person’s organizational documents or pursuant to any joint venture agreement or stockholders’ agreements solely restrictions and conditions apply only to the extent of the Capital Stock of property or property held in assets subject to such Person) that solely affect the relevant joint venture and any customary encumbrances or restrictions on any Foreign Subsidiary pursuant to Indebtedness incurred by such Foreign Subsidiary that solely affect such Foreign SubsidiaryLiens.

Clauses Restricting Subsidiary Distributions. Enter Other than pursuant to the Senior Note Indentures and the LFNY Credit Agreement, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Borrower Company to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Borrower Company or any other Subsidiary of the BorrowerCompany, (b) make loans or advances to, or other Investments in, the Borrower Company or any other Subsidiary of the Borrower Company or (c) transfer any of its assets to the Borrower Company or any other Subsidiary of the BorrowerCompany, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under the Loan Documents or the Senior Notes Indenturethis Agreement, (ii) any restrictions with respect to a Significant 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 Significant Subsidiary, or (iii) any customary provisions restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the date hereof, which restrictions and conditions are in joint venture agreements relating to joint ventures existence at the time such Person becomes a Significant Subsidiary and other similar agreements entered into are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary or (iv) restrictions and conditions no more restrictive than those in the ordinary course of business (Senior Note Indentures and in the case of a joint venture that becomes a Subsidiary following the Closing Date, restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders’ agreements solely to the extent of the Capital Stock of or property held in such Person) that solely affect the relevant joint venture and any customary encumbrances or restrictions on any Foreign Subsidiary pursuant to Indebtedness incurred by such Foreign Subsidiary that solely affect such Foreign SubsidiaryLFNY Credit 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 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 or (ii) any restrictions existing under the Senior Notes IndentureTNMPCo Credit Facility, (iiiii) any restrictions existing under Indebtedness of TNMPCo and its Subsidiaries outstanding on the date hereof, (iv) any restriction applicable to any Receivables Subsidiary under Indebtedness of such Receivables Subsidiary incurred pursuant to Section 6.2(g), (v) any restriction under Indebtedness of FCP incurred pursuant to Section 6.2(h), (vi) 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, or Subsidiary and (iiivii) any customary provisions in joint venture agreements relating to joint ventures and other similar agreements entered into in the ordinary course of business (and in the case of a joint venture that becomes a Subsidiary following the Closing Date, restrictions in such Person’s organizational documents or pursuant to regulations imposed by any joint venture agreement or stockholders’ agreements solely to the extent of the Capital Stock of or property held in such Person) that solely affect the relevant joint venture and any customary encumbrances or restrictions on any Foreign Subsidiary pursuant to Indebtedness incurred by such Foreign Subsidiary that solely affect such Foreign SubsidiaryGovernmental Authority.

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 of TWTC to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, TWTC, the Borrower or any other Subsidiary of the BorrowerTWTC, (b) make loans or advances to, or other Investments in, TWTC, the Borrower or any other Subsidiary of the Borrower TWTC or (c) transfer any of its assets to TWTC, the Borrower or any other Subsidiary of the BorrowerTWTC, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents or the Senior Notes IndentureDocuments, (ii) any restrictions existing under the High Yield Indentures on and as of the Effective Date (or any indenture governing any Refinancing of the Existing Senior Notes or the High Yield Notes or any indenture governing any Refinancing of any such refinancing Indebtedness) and (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, or (iii) any customary provisions in joint venture agreements relating to joint ventures and other similar agreements entered into in the ordinary course of business (and in the case of a joint venture that becomes a Subsidiary following the Closing Date, restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders’ agreements solely to the extent of the Capital Stock of or property held in such Person) that solely affect the relevant joint venture and any customary encumbrances or restrictions on any Foreign Subsidiary pursuant to Indebtedness incurred by such Foreign Subsidiary that solely affect such 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 Holdings other than a Loan Party to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Subsidiary held by, or pay any Indebtedness indebtedness owed to, the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, (b) make loans or advances to, or other Investments investments in, the Borrower Holdings or any other Subsidiary of the Borrower Holdings or (c) transfer any of its assets to the Borrower Holdings or any other Subsidiary of the BorrowerHoldings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement and the other Loan Documents or the Senior Notes Indenture, 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 any portion of the Capital Stock equity interests or assets of such Subsidiary, or ; (iii) the provisions contained in any existing indebtedness (and in any refinancing of such indebtedness so long as no more restrictive than those contained in the respective existing indebtedness so refinanced); (iv) customary provisions in joint venture agreements relating to joint ventures and other similar agreements restricting subletting or assignment of any lease governing a leasehold interest of any Borrower or a Subsidiary of any Borrower entered into in the ordinary course of business business, (v) customary restrictions and conditions contained in the case of a joint venture that becomes a Subsidiary following the Closing Date, restrictions in such Person’s organizational documents or pursuant relating to any joint venture agreement Lien, so long as such Lien is not prohibited hereunder and such restrictions or stockholders’ agreements solely conditions relate only to the extent of the Capital Stock of or property held in specific asset subject to such Person) that solely affect the relevant joint venture and any customary encumbrances or restrictions on any Foreign Subsidiary pursuant to Indebtedness incurred by such Foreign Subsidiary that solely affect such Foreign Subsidiary.Lien;

Clauses Restricting Subsidiary Distributions. Enter Each of the Borrower and Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, 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 and the Junior Lien Documents (provided, however, that any such restriction or limitation in any such other Junior Lien Document is not more onerous or restrictive than those contained in the Senior Notes Indenture, Loan Documents) and (ii) any customary 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 SubsidiarySubsidiary pending the closing of such Disposition, or (iii) any customary provisions in joint venture agreements relating to joint ventures and other similar agreements entered into in the ordinary course of business (and in the case of a joint venture that becomes a Subsidiary following the Closing Date, so long as such restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders’ agreements solely apply only to the extent of the Capital Stock of or property held in such Person) that solely affect the relevant joint venture and any customary encumbrances or restrictions on any Foreign Subsidiary pursuant to Indebtedness incurred by such Foreign Subsidiary that solely affect is to be sold (or whose assets are to be sold) and such Foreign SubsidiaryDisposition is otherwise permitted hereunder.

Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance encumbrances or restriction on the ability of any Subsidiary 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 or and the Senior Notes Subordinated Note Indenture, (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, or (iii) any customary restrictions regarding assignments of leases and licenses, (iv) provisions in joint venture agreements relating Indebtedness of Foreign Subsidiaries permitted hereunder (so long as such provisions are applicable only to joint ventures the relevant Foreign Subsidiaries) and other similar agreements entered into (v) any restrictions contained in Hedge Agreements with any Lender or any Affiliate of any Lender that are not materially more restrictive than the comparable restrictions contained in the ordinary course of business (and in the case of a joint venture that becomes a Subsidiary following the Closing Date, restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders’ agreements solely to the extent of the Capital Stock of or property held in such Person) that solely affect the relevant joint venture and any customary encumbrances or restrictions on any Foreign Subsidiary pursuant to Indebtedness incurred by such Foreign Subsidiary that solely affect such Foreign SubsidiaryLoan Documents.

Clauses Restricting Subsidiary Distributions. Enter Each of the Borrower and Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, 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 (x) such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents or the Senior Notes Indenture, and (ii) any customary 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 SubsidiarySubsidiary pending the closing of such Disposition, so long as such restrictions apply only to the Subsidiary that is to be sold (or whose assets are to be sold) and such Disposition is otherwise permitted hereunder or (iiiy) any customary provisions in joint venture agreements relating restrictions on a Special Purpose Subsidiary that arise pursuant to joint ventures and other similar agreements the terms of any agreement entered into in the ordinary course of business (connection with any Receivable Financing Transaction and in the case of a joint venture that becomes a Subsidiary following the Closing Date, restrictions in apply only to such Person’s organizational documents or pursuant to any joint venture agreement or stockholders’ agreements solely to the extent of the Capital Stock of or property held in such Person) that solely affect the relevant joint venture and any customary encumbrances or restrictions on any Foreign Subsidiary pursuant to Indebtedness incurred by such Foreign Subsidiary that solely affect such Foreign Special Purpose 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 pay Dividends in respect of any Capital Stock Equity Ownership Interest 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 or the Senior Notes Indentureapplicable law, (ii) restrictions in (A) the Second-Lien Loan Documents and (B) other restrictions in effect on the Effective Date and listed on Schedule 6.10, (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 restrictions in the Company Documents of non-Wholly-Owned Subsidiaries and Joint Ventures imposing restrictions on the transfers of the Equity Ownership Interests therein, (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 Equity Ownership Interest or assets of such Subsidiary, or Subsidiary and (iiiv) any customary provisions in joint venture agreements relating restrictions with respect to joint ventures and other similar agreements entered into in the ordinary course of business (and in the case of a joint venture that becomes a Special Purpose Subsidiary following the Closing Date, restrictions in such Person’s organizational documents or imposed pursuant to any joint venture agreement the documents governing the related securitization or stockholders’ agreements solely to the extent of the Capital Stock of or property held in such Person) that solely affect the relevant joint venture and any customary encumbrances or restrictions on any Foreign Subsidiary pursuant to Indebtedness incurred by such Foreign Subsidiary that solely affect such Foreign Subsidiaryfinancing.

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 or the Senior Notes IndentureDocuments, (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, (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, or (iiiv) any customary provisions in joint venture agreements relating restrictions with respect to joint ventures and other similar agreements a Subsidiary acquired pursuant to a Permitted Acquisition (provided that such restrictions were not entered into in the ordinary course contemplation of business or in connection with such Permitted Acquisition) and restrictions with respect to a Foreign Subsidiary arising under applicable law and (and in the case of a joint venture that becomes a Subsidiary following the Closing Date, restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders’ agreements solely vi) consensual arrangements with insurance regulators with respect to the extent of the Capital Stock of or property held in such Person) that solely affect the relevant joint venture and any customary encumbrances or restrictions on any Foreign Subsidiary pursuant to Indebtedness incurred by such Foreign Subsidiary that solely affect such Foreign Insurance 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, any of the Borrower Borrowers or any other Subsidiary of the BorrowerSubsidiary, (b) make loans or advances to, or other Investments in, any of the Borrower Borrowers or any other Subsidiary of the Borrower or (c) transfer any of its assets to any of the Borrower Borrowers 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 or the Senior Notes IndentureDocuments, (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, or (iii) any customary provisions restrictions contained in joint venture agreements relating to joint ventures and other similar agreements entered into in the ordinary course of business (and in the case governing Indebtedness of a joint venture that becomes a Subsidiary following the Closing Date, restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders’ agreements solely to the extent of the Capital Stock of or property held in such Person) that solely affect the relevant joint venture and any customary encumbrances or restrictions on any Foreign Subsidiary pursuant permitted under Section 6.2(h) (provided, that, (x) such restriction applies only to Indebtedness incurred by such Foreign Subsidiary that solely affect and its Subsidiaries and (y) at no time shall the aggregate outstanding principal amount of such Foreign SubsidiaryIndebtedness affected by such restriction exceed $50,000,000), (iv) restrictions on property subject to a Permitted Lien in favor of the holder of such Lien and, (v) restrictions contained in any Indebtedness or contractual requirements incurred with respect to a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the board of directors or senior management of the Company, are necessary to effect such Qualified Receivables Transaction.

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 of TWTC to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, TWTC, the Borrower or any other Subsidiary of the BorrowerTWTC, (b) make loans or advances to, or other Investments in, TWTC, the Borrower or any other Subsidiary of the Borrower TWTC or (c) transfer any of its assets to TWTC, the Borrower or any other Subsidiary of the BorrowerTWTC, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents or the Senior Notes IndentureDocuments, (ii) any restrictions existing under the High Yield Indentures on and as of the Closing Date (or any indenture governing any Refinancing of the Existing TWTC Senior Notes or the High Yield Notes or any indenture governing any Refinancing of any such refinancing Indebtedness) and (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, or (iii) any customary provisions in joint venture agreements relating to joint ventures and other similar agreements entered into in the ordinary course of business (and in the case of a joint venture that becomes a Subsidiary following the Closing Date, restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders’ agreements solely to the extent of the Capital Stock of or property held in such Person) that solely affect the relevant joint venture and any customary encumbrances or restrictions on any Foreign Subsidiary pursuant to Indebtedness incurred by such Foreign Subsidiary that solely affect such 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 or the Senior Notes IndentureDocuments, (ii) applicable law or any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all rule, regulation or substantially all of the Capital Stock or assets of such Subsidiaryorder, or (iii) customary non-assignment provisions or restrictions on cash or other deposits contained in any contract or any lease governing a leasehold interest of any Group Member, (iv) restrictions on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien, (v) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Agreement to any Person pending the closing of such sale (vi) customary provisions in joint venture agreements relating to joint ventures and other similar agreements entered into by Holdings or one of its Subsidiaries (other than the Borrower or any of its Subsidiaries), in each case, relating solely to the respective joint venture or similar entity or the equity interests therein and entered into in the ordinary course of business business, or (and vii) purchase money obligations (including any capitalized lease obligations) relating to property acquired in the case ordinary course of a joint venture that becomes a Subsidiary following the Closing Date, restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders’ agreements solely to the extent of the Capital Stock of or property held in such Person) that solely affect the relevant joint venture and any customary encumbrances or restrictions on any Foreign Subsidiary pursuant to Indebtedness incurred by such Foreign Subsidiary that solely affect such Foreign Subsidiarybusiness.