Common use of Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries Clause in Contracts

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions on its Stock or any other interest or participation in, or measured by, its profits owed by, or pay any Indebtedness owed to, the Borrower or a Subsidiary, (b) make any loans or advances to the Borrower or any Subsidiary or (c) transfer any of its properties or assets to the Borrower or to any Subsidiary, except, in each case, for such encumbrances or restrictions existing under or contemplated by or by reason of (i) this Agreement, (ii) any restrictions existing under or contemplated by agreements in effect on the Closing Date, (iii) any restrictions, with respect to a Subsidiary that is not a Subsidiary of the Borrower on the Closing Date, in existence at the time such Person becomes a Subsidiary of the Borrower (but not created in contemplation of such Person becoming a Subsidiary), or (iv) any restrictions existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause (i), (ii) or (iii) above, provided, however, that the terms and conditions of any such restrictions under this clause (iv) are not materially less favorable to the Lender than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinanced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company and the Guarantors shall not, and shall not permit any Subsidiary of their Subsidiaries to, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) pay dividends, in cash restrictions imposed by the Notes or otherwise, or make any other distributions on its Stock or any other interest or participation in, or measured by, its profits owed by, or pay any Indebtedness owed to, the Borrower or a Subsidiarythis Indenture, (b) make any loans or advances to the Borrower or any Subsidiary or restrictions imposed by applicable law, (c) transfer existing restrictions under Indebtedness outstanding on the Issue Date, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its properties Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or assets in anticipation of such acquisition and are not applicable to any person, other than the Borrower person acquired, or to any Subsidiaryproperty, exceptasset or business, in each caseother than the property, for such encumbrances or restrictions existing under or contemplated by or by reason of (i) this Agreementassets and business so acquired, (iie) any restrictions existing under such restriction or contemplated requirement imposed by agreements in effect on the Closing DateBank Indebtedness, (iiif) any restrictions, restrictions with respect solely to a Subsidiary that is not a Subsidiary of the Borrower on Company imposed pursuant to a binding agreement which has been entered into for the Closing Date, in existence at the time such Person becomes a Subsidiary sale or disposition of all or substantially all of the Borrower (but not created in contemplation Capital Stock or assets of such Person becoming a Subsidiary), provided such restrictions apply solely to the Capital Stock or assets of such Subsidiary which are being sold, and (ivg) any in connection with and pursuant to permitted refinancings, replacements of restrictions existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause imposed pursuant to clauses (ia), (iic) or (iiid) aboveof this Section 4.10 that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, providedneither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, howeverconsistent with industry practice, that nor (b) Liens permitted under the terms of this Indenture on assets securing Senior Indebtedness incurred in accordance with the terms of Section 4.09 hereof shall in and conditions of any themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such restrictions under this clause (iv) are not materially less favorable to agreement or assets, as the Lender than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinancedcase may be.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall Company will not, and shall will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrances or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind restrictions on the ability of any such Subsidiary to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company or any of its Subsidiaries (A) on its such Subsidiary's Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits owed byprofits, or pay any Indebtedness owed to, to the Borrower Company or a Subsidiary, any of its Subsidiaries; (bii) make any loans or advances to the Borrower Company or any Subsidiary of its Subsidiaries; or (ciii) transfer any of its properties or assets to the Borrower Company or to any Subsidiaryof its Subsidiaries, except, in each case, except for such encumbrances or restrictions existing under or contemplated by or by reason of (ia) applicable law, (b) this AgreementIndenture and Notes or any Eligible Credit Facility, (iic) customary non-assignment provisions of any restrictions contract or any lease governing a leasehold interest of any Subsidiary of the Company, (d) agreements existing under or contemplated by on the Issue Date to the extent and in the manner such agreements are in effect on the Closing Issue Date, (iii) any restrictions, with respect to a Subsidiary that is not a Subsidiary of the Borrower on the Closing Date, in existence at the time such Person becomes a Subsidiary of the Borrower (but not created in contemplation of such Person becoming a Subsidiary), or (ive) any restrictions existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause governing Indebtedness incurred to refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in the immediately preceding clauses (i), (iib) or (iiid) above, ; provided, however, that the terms and conditions of provisions relating to such encumbrance or restriction contained in any such restrictions under this clause (iv) Indebtedness are not materially no less favorable to the Lender Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than those under the provisions relating to such encumbrance or pursuant restriction contained in agreements referred to the agreement being replaced in such clauses (b) or the agreement evidencing the Indebtedness refinanced(d).

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of the Company to (a) pay dividends, in cash or otherwise, or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits owed owned by, or pay any Indebtedness owed to, the Borrower Company or a SubsidiarySubsidiary of the Company, (b) make any loans or advances to the Borrower Company or any Subsidiary of the Company or (c) transfer any of its properties or assets to the Borrower Company or to any SubsidiarySubsidiary of the Company, except, in each case, for such encumbrances or restrictions existing under or contemplated by or by reason of (i) the Securities, this AgreementIndenture, the Credit Agreement and the Security Documents, (ii) any restrictions existing under or contemplated by agreements in effect on the Initial Closing Date, (iii) any restrictions, with respect to a Subsidiary of the Company that is not a Subsidiary of the Borrower Company on the Initial Closing Date, in existence at the time such Person becomes a Subsidiary of the Borrower Company (but not created in contemplation of such Person becoming a Subsidiary), (iv) applicable law or any applicable rule, regulation or order, (v) Liens permitted under Section 4.11, (vi) secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under Section 4.9, (vii) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (viii) customary provisions contained in leases and other agreements entered into in the ordinary course of business, or (ivix) any restrictions existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause clauses (i), (ii) or and (iii) above, provided, however, provided that the terms and conditions of any such restrictions under this clause (ivix) are not materially less favorable to the Lender Holders than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinanced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any Subsidiary of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions distribution on its Stock or any other interest or participation inCapital Stock, or measured by, its profits owed by, or (ii) pay any Indebtedness owed to, to the Borrower Company or a any other Subsidiary, (biii) make any loans or advances to Investment in the Borrower Company or any other Subsidiary or (civ) transfer any of its properties or assets to the Borrower Company or to any other Subsidiary, except, in each case, for such encumbrances or restrictions existing under or contemplated by or by reason of except (i) this Agreement, (iia) any restrictions existing encumbrance or restriction under or contemplated by agreements in effect on the Closing Date, Credit Facility; (iiib) any restrictionsencumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Borrower Company on the Closing Datedate of this Indenture, in existence at the time such Person becomes a Subsidiary of the Borrower (but Company and not created incurred in connection with, or in contemplation of of, such Person becoming a Subsidiary), or ; and (ivc) any restrictions encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces an agreement the agreements containing a restriction permitted by clause the encumbrances or restrictions in the foregoing clauses (i), (iia) or (iii) aboveb), providedor in this clause (c), however, PROVIDED that the terms and conditions of any such encumbrances or restrictions under this clause (iv) are not materially less favorable to the Lender no more restrictive in any material respect than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinancedso extended, renewed, refinanced or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall will not, and shall will not permit any Subsidiary of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Stock or any other interest or participation in, or measured by, its profits owed byprofits, or (b) pay any Indebtedness owed to, the Borrower or a Subsidiary, (b) make any loans or advances to the Borrower or any Subsidiary or other Restricted Subsidiary, (c) make loans or advances to, or any investment in, the Borrower or any other Restricted Subsidiary, or (d) sell, lease or transfer any of its properties or assets to the Borrower or to any other Restricted Subsidiary, except, in each case, except for such encumbrances or restrictions existing under or contemplated by or by reason of (i) this Agreement, the Senior Debt Documents and the Security Documents, (ii) any restrictions existing under or contemplated by agreements in effect on the Closing DateIssue Date (including the Fleet Notes), (iii) any restrictions, with respect to a Restricted Subsidiary of the Borrower that is not a Restricted Subsidiary of the Borrower on the Closing Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the such Borrower (but not created in contemplation of such Person becoming a Restricted Subsidiary), or (iv) applicable law or any restrictions existing under any agreement that refinances applicable rule, regulation or replaces an agreement containing a restriction permitted by clause (i)order, (iiv) or (iii) above, provided, however, that the terms and conditions of any such customary restrictions arising from Liens permitted under this clause (iv) are not materially less favorable Section 6.3 to the Lender than those under or pursuant extent related to the agreement being replaced assets subject to such Liens, (vi) restrictions on cash or other deposits imposed by customers under contracts entered into in the agreement evidencing the Indebtedness refinancedordinary course of business.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall Company will not, and shall will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrances or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind restrictions on the ability of any such Subsidiary to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company or any of its Subsidiaries (A) on its such Subsidiary's Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits owed byprofits, or pay any Indebtedness owed to, to the Borrower Company or a Subsidiary, any of its Subsidiaries; (bii) make any loans or advances to the Borrower Company or any Subsidiary of its Subsidiaries; or (ciii) transfer any of its properties or assets to the Borrower Company or to any Subsidiaryof its Subsidiaries, except, in each case, except for such encumbrances or restrictions existing under or contemplated by or by reason of (ia) applicable law, (b) this AgreementIndenture and Notes, (iic) customary non-assignment provisions of any restrictions contract or any lease governing a leasehold interest of any Subsidiary of the Company, (d) agreements existing under or contemplated by on the Issue Date to the extent and in the manner such agreements are in effect on the Closing Issue Date, (iii) any restrictions, with respect to a Subsidiary that is not a Subsidiary of the Borrower on the Closing Date, in existence at the time such Person becomes a Subsidiary of the Borrower (but not created in contemplation of such Person becoming a Subsidiary), or (ive) any restrictions existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause governing Indebtedness incurred to refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in the immediately preceding clauses (i), (iib) or (iiid) above, ; provided, however, that the terms and conditions of provisions relating to such encumbrance or restriction contained in any such restrictions under this clause (iv) Indebtedness are not materially no less favorable to the Lender Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than those under the provisions relating to such encumbrance or pursuant restriction contained in agreements referred to the agreement being replaced in such clauses (b) or the agreement evidencing the Indebtedness refinanced(d).

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall Company will not, and shall will not permit any Subsidiary of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or any other interest or participation in, or measured by, its profits owed byprofits, or (b) pay any Indebtedness owed to, to the Borrower Company or a any other Restricted Subsidiary, (bc) make any loans or advances to the Borrower to, or any Subsidiary investment in, the Company or any other Restricted Subsidiary, or (cd) sell, lease or transfer any of its properties or assets to the Borrower Company or to any other Restricted Subsidiary, except, in each case, except for such encumbrances or restrictions existing under or contemplated by or by reason of (i) this AgreementIndenture, the New Credit Facility and the Security Documents, (ii) any restrictions existing under or contemplated by agreements in effect on the Closing Issue Date, (iii) any restrictions, with respect to a Restricted Subsidiary of an Issuer that is not a Restricted Subsidiary of the Borrower Company on the Closing Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Borrower such Company (but not created in contemplation of such Person becoming a Restricted Subsidiary), or (iv) applicable law or any applicable rule, regulation or order, (v) customary restrictions arising from Liens permitted under Section 4.11 to the extent related to the assets subject to such Liens, (vi) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (vii) customary provisions contained in leases and other agreements entered into in the ordinary course of business, (viii) any restrictions existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause clauses (i), (ii) or and (iii) above, provided, however, ; provided that the terms and conditions of any such restrictions under this clause (ivviii) are not materially less favorable to the Lender Holders than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinanced, (ix) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of the Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, so acquired; provided, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (x) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ix) above on the property so acquired, (xi) any agreement for the sale of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale, (xii) Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (xiii) secured Indebtedness otherwise permitted to be incurred pursuant to the provisions of Section 4.9 that limits the right of the debtor to dispose of the assets securing such Indebtedness, (xiv) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business and (xv) Indebtedness incurred pursuant to clauses (xii) and (xiii) of Section 4.9(b).

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall Company will not, and shall will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions distribution on its Stock or any other interest or participation inCapital Stock, or measured by, its profits owed by, or (ii) pay any Indebtedness owed to, to the Borrower Company or a any other Subsidiary, (biii) make any loans or advances to 117 Investment in the Borrower Company or any other Subsidiary or (civ) transfer any of its properties or assets to the Borrower Company or any other Subsidiary, except for: (a) any encumbrance or restriction pursuant to any Subsidiary, except, in each case, for such encumbrances or restrictions existing under or contemplated by or by reason of (i) this Agreement, (ii) any restrictions existing under or contemplated by agreements agreement in effect on the Closing Date, date hereof and listed on Schedule II hereto; (iiib) any restrictionsencumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Borrower Company on the Closing Datedate of the Indenture, in existence at the time such Person becomes a Subsidiary of the Borrower (but Company and not created incurred in connection with, or in contemplation of of, such Person becoming a Subsidiary), or ; and (ivc) any restrictions encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces an agreement the agreements containing a restriction permitted by the encumbrances or restrictions in the foregoing clauses (a) and (b), or in this clause (ic), (ii) or (iii) above, provided, however, provided that the terms and conditions of any such encumbrances or restrictions under this clause (iv) are not materially less favorable to the Lender no more restrictive in any material respect than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinancedso extended, renewed, refinanced or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any Subsidiary of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions distribution on its Stock or any other interest or participation inCapital Stock, or measured by, its profits owed by, or (ii) pay any Indebtedness owed to, to the Borrower Company or a any other Subsidiary, (biii) make any loans or advances to Investment in the Borrower Company or any other Subsidiary or (civ) transfer any of its properties or assets to the Borrower Company or to any other Subsidiary, except, in each case, for such encumbrances or restrictions existing under or contemplated by or by reason of except (i) this Agreement, (iia) any restrictions existing encumbrance or restriction under or contemplated by agreements in effect on the Closing Date, Credit Facility; (iiib) any restrictionsencumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Borrower Company on the Closing Datedate of this Indenture, in existence at the time such Person becomes a Subsidiary of the Borrower (but Company and not created incurred in connection with, or in contemplation of of, such Person becoming a Subsidiary), or ; and (ivc) any restrictions encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces an agreement the agreements containing a restriction permitted by clause the encumbrances or restrictions in the foregoing clauses (i), (iia) or (iii) aboveb), providedor in this clause (c), however, provided that the terms and conditions of any such encumbrances or restrictions under this clause (iv) are not materially less favorable to the Lender no more restrictive in any material respect than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinancedso extended, renewed, refinanced or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any Subsidiary of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions distribution on its Stock or any other interest or participation inCapital Stock, or measured by, its profits owed by, or (ii) pay any Indebtedness owed to, to the Borrower Company or a any other Subsidiary, (biii) make any loans or advances to Investment in the Borrower Company or any other Subsidiary or (civ) transfer any of its properties or assets to the Borrower Company or to any other Subsidiary, except, in each case, for such encumbrances or restrictions existing under or contemplated by or by reason of except (i) this Agreement, (iia) any restrictions existing encumbrance or restriction under or contemplated by agreements in effect on the Closing Date, Credit Facility; (iiib) any restrictionsencumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Borrower Company on the Closing Datedate of this Indenture, in existence at the time such Person becomes a Subsidiary of the Borrower (but Company and not created incurred in connection with, or in contemplation of of, such Person becoming a Subsidiary), or ; and (ivc) any restrictions encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces an agreement the agreements containing a restriction permitted by clause the encumbrances or restrictions in the foregoing clauses (i), (iia) or (iii) aboveb), providedor in this clause (c), however, 88 PROVIDED that the terms and conditions of any such encumbrances or restrictions under this clause (iv) are not materially less favorable to the Lender no more restrictive in any material respect than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinancedso extended, renewed, refinanced or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall Company will not, and shall will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrances or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind restrictions on the ability of any such Subsidiary to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company or any of its Subsidiaries (A) on its such Subsidiary's Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits owed byprofits, or pay any Indebtedness owed to, to the Borrower Company or a Subsidiary, any of its Subsidiaries; (bii) make any loans or advances to the Borrower Company or any Subsidiary of its Subsidiaries; or (ciii) transfer any of its properties or assets to the Borrower Company or to any Subsidiaryof its Subsidiaries, except, in each case, except for such encumbrances or restrictions existing under or contemplated by or by reason of (ia) applicable law, (b) this AgreementIndenture and Notes, (iic) customary non-assignment provisions of any restrictions contract or any lease governing a leasehold interest of any Subsidiary of the Company, (d) agreements existing under or contemplated by on the Issue Date to the extent and in the manner such agreements are in effect on the Closing Issue Date, (iii) any restrictions, with respect to a Subsidiary that is not a Subsidiary of the Borrower on the Closing Date, in existence at the time such Person becomes a Subsidiary of the Borrower (but not created in contemplation of such Person becoming a Subsidiary), or (ive) any restrictions existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause governing Indebtedness incurred to refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in the immediately preceding clauses (i), (iib) or (iiid) above; PROVIDED, provided, howeverHOWEVER, that the terms and conditions of provisions relating to such encumbrance or restriction contained in any such restrictions under this clause (iv) Indebtedness are not materially no less favorable to the Lender Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than those under the provisions relating to such encumbrance or pursuant restriction contained in agreements referred to the agreement being replaced in such clauses (b) or the agreement evidencing the Indebtedness refinanced(d).

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall Company will not, and shall will not permit any Subsidiary of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of its Subsidiaries to (a) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company or any of its Subsidiaries on its Stock or any other interest or participation inCapital Stock, or measured by, its profits owed by, or (b) pay any Indebtedness owed to, to the Borrower Company or a Subsidiaryany of its Subsidiaries, (bc) make any loans or advances to the Borrower Company or any Subsidiary or Subsidiary, (cd) transfer any of its properties or assets to the Borrower Company or to any Subsidiary, except(e) grant liens or security interests on the assets of the Company or any of its Subsidiaries in favor of the holders of the Notes or (f) guarantee the Notes or any renewals or refinancings thereof, in each case, except for (i) such encumbrances or restrictions existing under or contemplated by or arising by reason of (i) this Agreement, (ii) Acquired Indebtedness of any restrictions existing under or contemplated by agreements in effect on the Closing Date, (iii) any restrictions, with respect to a Subsidiary that is not a Subsidiary of the Borrower on the Closing Date, in existence Company's Subsidiaries existing at the time such Person becomes became a Subsidiary of the Borrower (but Company; provided that such encumbrances or restrictions were not created in contemplation anticipation of such Person becoming a Subsidiary), Subsidiary and are not applicable to the Company or (iv) any restrictions existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause (i)of its other Subsidiaries, (ii) such encumbrances or (iii) above, provided, however, restrictions arising under Refinancing Indebtedness; provided that the terms and conditions of any such restrictions under this clause (iv) are not materially no less favorable to the Lender holders of Notes than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness being refinanced.,