Common use of No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries Clause in Contracts

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Company and Borrowers will not, and will not permit any of its or their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (iii) make loans or advances to Company or any other Subsidiary of Company, or (iv) transfer any of its property or assets to Company or any other Subsidiary of Company, except for such restrictions or encumbrances existing by reason of (a) any restrictions existing under any of the Loan Documents or any other agreements or contracts in effect on the Original Closing Date, (b) any restrictions with respect to any Person that becomes a Subsidiary of Company after the Second Restatement Date under any agreement in existence at the time such Person becomes such a Subsidiary, (c) any restrictions with respect to any Subsidiary of Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (d) any restrictions with respect to any Subsidiary of Company all or substantially all of whose assets consist of property encumbered by Liens permitted under subsection 6.2A, (e) restrictions imposed by applicable laws, (f) restrictions under leases of, or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), (g) any restrictions under indentures governing New Senior Debt, which restrictions are either substantially the same as those under clause (h) or are approved by Administrative Agent, (h) any restrictions under the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes, the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes and the Existing BSN Senior Subordinated Notes, and (i) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (a) through (h); provided that the terms and conditions of any such agreement, as they relate to any such restrictions, are no less favorable to Company, Borrowers and such Subsidiaries, as applicable, taken as a whole, than those under the agreement so amended, refinanced or replaced.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Except as provided herein, Company and Borrowers will not, and will not permit any of its or their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock 's capital stock owned by Company or any other Subsidiary of CompanyCompany (other than any such restrictions imposed by applicable law), (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of CompanyCompany (other than any such restrictions imposed by applicable foreign law with respect to the repayment or prepayment of Indebtedness owed to or by a Foreign Subsidiary), (iii) make loans or advances to Company or any other Subsidiary of Company, or (iv) transfer any of its property or assets to Company or any other Subsidiary of Company, except for such consensual encumbrances or restrictions or encumbrances existing by reason of to the extent arising pursuant to: (a) agreements with governmental authorities containing a consensual encumbrance or restriction on the ability of any restrictions existing under Subsidiary to transfer any of its assets located in the Loan Documents jurisdiction of any such governmental authority and utilized pursuant to the applicable agreement to Company or any other agreements or contracts in effect Subsidiary of Company (i) to the extent existing on the Original Closing Date, as set forth on Schedule 7.2D(a) and (ii) to the extent such agreements are entered into after the Closing Date, at the time any such agreement is entered into, the aggregate value of such assets subject to such encumbrances or restrictions, together with the aggregate value of any such assets subject to the prohibitions permitted by subsection 7.2C(a)(ii), in each case as set forth on the most recent consolidated balance sheet of Company and its Subsidiaries in accordance with GAAP, shall not exceed 5% of the aggregate value of all assets set forth on the most recent consolidated balance sheet of Company and its Subsidiaries in accordance with GAAP; (b) the Senior Subordinated Notes, the Senior Subordinated Note Indenture or any restrictions guarantee thereof; (c) (A) solely with respect to clause (iv) above, agreements containing customary provisions restricting (1) the subletting or assignment of any Person that becomes a Subsidiary lease or (2) the transfer of Company after the Second Restatement Date under any agreement in existence at the time such Person becomes such a Subsidiarycopyrighted or patented materials, (cB) any restrictions solely with respect to any Subsidiary clause (iv) above, provisions in agreements that restrict the assignment of Company imposed such agreements or rights thereunder; provided that payments received or to be received pursuant to an agreement which has been entered into for such agreements shall be subject to the sale Liens securing the Obligations or disposition (C) solely with respect to clause (i) above, customary provisions contained in the terms of all or substantially all any Equity Interests restricting the payment of dividends and the Capital Stock or assets making of such Subsidiarydistributions on Equity Interests, in each case solely to the extent set forth in Schedule 7.2D(c); (d) any restrictions with respect to any Subsidiary of Company all agreement or substantially all of whose assets consist of property encumbered instrument governing Indebtedness permitted by Liens permitted under subsection 6.2A, (e) restrictions imposed by applicable laws, (f) restrictions under leases of, or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), (g) any restrictions under indentures governing New Senior Debt, which restrictions are either substantially the same as those under clause (h) or are approved by Administrative Agent, (h) any restrictions under the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes, the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes and the Existing BSN Senior Subordinated Notes, and (i) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (a) through (h); provided that the terms and conditions of any such agreement, as they relate to any such restrictions, are no less favorable to Company, Borrowers and such Subsidiaries, as applicable, taken as a whole, than those under the agreement so amended, refinanced or replaced.7.1

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Company and Borrowers will not, and will not permit any of its or their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (iii) make loans or advances to Company or any other Subsidiary of Company, or (iv) transfer any of its property or assets to Company or any other Subsidiary of Company, except for such restrictions or encumbrances existing by reason of (a) any restrictions existing under any of the Loan Documents or any other agreements or contracts in effect on the Original Closing Third Restatement Date, (b) any restrictions with respect to any Person that becomes a Subsidiary of Company after the Second Third Restatement Date under any agreement in existence at the time such Person becomes such a Subsidiary, (c) any restrictions with respect to any Subsidiary of Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (d) any restrictions with respect to any Subsidiary of Company all or substantially all of whose assets consist of property encumbered by Liens permitted under subsection 6.2A, (e) restrictions imposed by applicable laws, (f) restrictions under leases of, or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), (g) any restrictions under indentures governing New Senior Debt, which restrictions are either substantially the same as those under clause (h) or are approved by Administrative Agent, (h) any restrictions under the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes, the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes and the Existing BSN Senior Subordinated Notes, and (i) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (a) through (h); provided that the terms and conditions of any such agreement, as they relate to any such restrictions, are no less favorable to Company, Borrowers and such Subsidiaries, as applicable, taken as a whole, than those under the agreement so amended, refinanced or replaced.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Company and Borrowers will not, and will not permit any of its or their wholly-owned Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any such Subsidiary to (iw) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (iix) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (iiiy) make loans or advances to Company or any other Subsidiary of Company, or (ivz) transfer any of its property or assets to Company or any other Subsidiary of Company, except for such in each case, encumbrances or restrictions or encumbrances existing by reason of (a) any restrictions existing under any of the Loan Documents or any other agreements or contracts in effect on the Original Closing Dateimposed by this Agreement, (b) any restrictions contained in an agreement with respect to any Person that becomes a Subsidiary of Company after an Asset Sale, (c) as provided in the Second Restatement Date under Senior Note Indenture or Subordinated Loan Documents or (d) contained in, or existing by reasons of, any agreement in existence or instrument (i) existing on the date hereof, (ii) relating to property existing at the time of the acquisition thereof, so long as the encumbrance or restriction relates only to the property so acquired, (iii) relating to any Indebtedness of, or otherwise to, any Subsidiary at the time such Person becomes such Subsidiary was merged or consolidated with or into, or acquired by, Company or a SubsidiarySubsidiary or became a Subsidiary and not created in contemplation thereof, (civ) effecting a renewal, extension, refinancing, refund or replacement (or successive extensions, renewals, refinancings, refunds or replacements) of Indebtedness issued under an agreement referred to in clauses (i) through (iii) above, so long as the encumbrances and restrictions contained in any such renewal, extension, refinancing, refund or replacement agreement, taken as a whole, are not materially more restrictive than the encumbrances and restrictions with respect to contained in the original agreement, as determined in good faith by the board of directors of Company, (v) constituting customary provisions restricting subletting or assignment of any leases of Company or any Subsidiary or provisions in agreements that restrict the assignment of Company imposed pursuant to an such agreement which has been entered into for or any rights thereunder, (vi) constituting restrictions on the sale or other disposition of any property securing Indebtedness as a result of a Lien on such property permitted hereunder, (vii) restrictions on net worth or on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (viii) constituting provisions contained in agreements or instruments relating to Indebtedness permitted hereunder that prohibit the transfer of all or substantially all of the Capital Stock or assets of the obligor under that agreement or instrument unless the transferee assumes the obligations of the obligor under such Subsidiaryagreement or instrument, or (dix) constituting any restrictions encumbrance or restriction with respect to any Subsidiary of Company all property under a lease or substantially all of whose assets consist of property encumbered by Liens permitted under subsection 6.2A, (e) restrictions imposed by applicable laws, (f) restrictions under leases of, other agreement that has been entered into for the employment or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers use of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), (g) any restrictions under indentures governing New Senior Debt, which restrictions are either substantially the same as those under clause (h) or are approved by Administrative Agent, (h) any restrictions under the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes, the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes and the Existing BSN Senior Subordinated Notes, and (i) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (a) through (h); provided that the terms and conditions of any such agreement, as they relate to any such restrictions, are no less favorable to Company, Borrowers and such Subsidiaries, as applicable, taken as a whole, than those under the agreement so amended, refinanced or replacedproperty.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Except as provided herein, Company and Borrowers will not, and will not permit any of its or their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock 's capital stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (iii) make loans or advances to Company or any other Subsidiary of Company, or (iv) transfer any of its property or assets to Company or any other Subsidiary of Company. 117 119 7.3 INVESTMENTS; JOINT VENTURES. Company shall not, except for such restrictions or encumbrances existing by reason of (a) any restrictions existing under and shall not permit any of the Loan Documents its Subsidiaries to, directly or indirectly, make or own any other agreements or contracts Investment in effect on the Original Closing Dateany Person, including any Joint Venture, except: (bi) any restrictions with respect to any Person that becomes a Subsidiary of Company after the Second Restatement Date under any agreement and its Subsidiaries may make and own Investments in existence at the time such Person becomes such a Subsidiary, Cash Equivalents; (cii) any restrictions with respect to Company and its Subsidiaries may make and own Investments in any Subsidiary of Company imposed pursuant existing on the Closing Date; (iii) Company and its Subsidiaries may make intercompany loans to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (d) any restrictions with respect to any Subsidiary of Company all or substantially all of whose assets consist of property encumbered by Liens extent permitted under subsection 6.2A, 7.1(iv); (eiv) restrictions imposed Company and its Subsidiaries may make Consolidated Capital Expenditures permitted by applicable laws, subsections 7.6 and 7.8; (fv) restrictions under leases of, Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto; (vi) Company may purchase Holdings common stock from officers of Company who are terminating employment with Company and Company may continue to own such stock; and (vii) Company and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time: (A) if the Company or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers its Subsidiaries owns 100% of such property or assets Investment, an amount equal to the sum of (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), (gy) any restrictions under indentures governing New Senior Debt, which restrictions are either substantially the same as those under clause (h) or are approved by Administrative Agent, (h) any restrictions under the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes, the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes and the Existing BSN Senior Subordinated Notes, and (i) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (a) through (h); provided that the terms and conditions of any equity contributed to Company by AIP, funds controlled by American Industrial Partners, other current shareholders of Holdings or management of Company in connection with the Acquisition or employee incentive arrangements, after the Closing Date plus (y) up to $25,000,000 of proceeds of newly issued Subordinated Indebtedness plus (z) the amount of Consolidated Excess Cash Flow which is not required to be prepaid under subsection 2.4B(iii)(f); (B) if the Company owns less than 100% of such agreementInvestment but equal to or more than 51% of such Investment, as they relate to any $10,000,000; and (C) if the Company owns less than 51% of such restrictionsInvestment, are no less favorable to Company, Borrowers and such Subsidiaries, as applicable, taken as a whole, than those under the agreement so amended, refinanced or replaced$7,500,000.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Company and Borrowers will not, and will not permit any of its or their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (iii) make loans or advances to Company or any other Subsidiary of Company, or (iv) transfer any of its property or assets to Company or any other Subsidiary of Company, except for such restrictions or encumbrances existing by reason of as provided (a) any restrictions existing under in any of the Loan Documents or any other agreements or contracts in effect on the Original Closing DateDocuments, (b) any restrictions in an agreement with respect to any Person an Asset Sale (or a sale not prohibited hereby that becomes a Subsidiary of Company after the Second Restatement Date under does not constitute an Asset Sale), (c) in any agreement in existence at the time any Person becomes a Subsidiary after the Closing Date that apply only to property of such Person, including restrictions under any acquired Indebtedness of such Person becomes not incurred in violation of this Agreement (including any equity interest) relating to the property, assets or business of the Person acquired by Company or any of its Subsidiaries, which restriction in each case existed at the time of acquisition, were not put into place in connection with or in anticipation of such a Subsidiary, (c) any restrictions with respect acquisition and are not applicable to any Subsidiary of Company imposed pursuant Person other than the Person acquired, or to an agreement which has been entered into for any property, assets or business, other than the sale property, assets or disposition of all or substantially all of the Capital Stock or assets of such Subsidiarybusiness so acquired, (d) any restrictions with respect to any Subsidiary of Company all in leases or substantially all of whose assets consist of property encumbered by Liens permitted under subsection 6.2A, (e) restrictions imposed by applicable laws, (f) restrictions under leases licenses of, or mortgages and other agreements relating to Liens, which Liens constitute Permitted Encumbrances, on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, the absence of consent to assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), (e) the Subordinated Note Indenture, (f) Joint Venture agreements and other similar agreements relating to the disposition or distribution of assets, (g) any restrictions under indentures governing New Senior Debt, which restrictions are either substantially the same as those under clause (h) or are approved by Administrative Agent, (h) any restrictions under the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes, the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes and the Existing BSN Senior Subordinated Notes, and (i) any restrictions existing under in any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (a) through (hf); provided that the terms and conditions of any such agreement, as they relate to any such restrictions, are no less favorable to Company, Borrowers and Company or such Subsidiaries, as applicable, taken as a whole, than those under the agreement so amended, refinanced or replaced, and (h) restrictions contained in Indebtedness not incurred in violation hereof by a Foreign Subsidiary; provided that such restrictions relate only to one or more Foreign Subsidiaries.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Company and Borrowers Except as provided herein, each Borrower will not, and will not permit any of its or their Subsidiaries (other than Unrestricted Subsidiaries) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock 's capital stock owned by Company Company, such Borrower or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company Company, such Borrower or any other Subsidiary of Company, (iii) make loans or advances to Company Company, such Borrower or any other Subsidiary of Company, or (iv) transfer any of its property or assets to Company Company, such Borrower or any other Subsidiary of Company, except for such restrictions or encumbrances existing by reason of (a) any restrictions existing under any of the Loan Documents or any other agreements or contracts in effect on the Original Closing DateDate or any restrictions under any Subordinated Indebtedness, (b) any restrictions with respect to any Person that becomes a Subsidiary of Company after that is not a Subsidiary on the Second Restatement Closing Date under any agreement in existence at the time such Person Subsidiary becomes such a SubsidiarySubsidiary of Company, (c) any restrictions with respect to any a Subsidiary of Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock capital stock or assets of such Subsidiary, (d) any restrictions with respect to any Subsidiary of Company all or substantially all of whose assets consist of property encumbered by Liens permitted under subsection 6.2A9.1A, (e) restrictions imposed by applicable laws, (f) restrictions under leases of, 102 108 or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), and (g) any restrictions under indentures governing New Senior Debt, which restrictions are either substantially the same as those under clause (h) or are approved by Administrative Agent, (h) any restrictions under the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes, the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes and the Existing BSN Senior Subordinated Notes, and (i) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (a) through (h); f) provided that the terms and conditions of any such agreement, as they relate to any such restrictions, agreement are no less favorable to Company, Borrowers and such Subsidiaries, as applicable, taken as a whole, Company than those under the agreement so amended, refinanced or replaced.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Company and Borrowers Except as provided herein, each Borrower will not, and will not permit any of its or their Subsidiaries (other than Unrestricted Subsidiaries) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock capital stock owned by Company Company, such Borrower or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company Company, such Borrower or any other Subsidiary of Company, (iii) make loans or advances to Company Company, such Borrower or any other Subsidiary of Company, or (iv) transfer any of its property or assets to Company Company, such Borrower or any other Subsidiary of Company, except for such restrictions or encumbrances existing by reason of (a) any restrictions existing under any of the Loan Documents or any other agreements or contracts in effect on the Original Closing DateDate or any restrictions under any Subordinated Indebtedness, (b) any restrictions with respect to any Person that becomes a Subsidiary of Company after that is not a Subsidiary on the Second Restatement Closing Date under any agreement in existence at the time such Person Subsidiary becomes such a SubsidiarySubsidiary of Company, (c) any restrictions with respect to any a Subsidiary of Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock capital stock or assets of such Subsidiary, (d) any restrictions with respect to any Subsidiary of Company all or substantially all of whose assets consist of property encumbered by Liens permitted under subsection 6.2A9.1A, (e) restrictions imposed by applicable laws, (f) restrictions under leases of, or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), and (g) any restrictions under indentures governing New Senior Debt, which restrictions are either substantially the same as those under clause (h) or are approved by Administrative Agent, (h) any restrictions under the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes, the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes and the Existing BSN Senior Subordinated Notes, and (i) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (a) through (hf); , provided that the terms and conditions of any such agreement, as they relate to any such restrictions, agreement are no less favorable to Company, Borrowers and such Subsidiaries, as applicable, taken as a whole, Company than those under the agreement so amended, refinanced or replaced.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Company and Borrowers Such Loan Party will not, and will not permit any of its or their wholly-owned Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any such Subsidiary to (iw) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (iix) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (iiiy) make loans or advances to Company or any other Subsidiary of Company, or (ivz) transfer any of its property or assets to Company or any other Subsidiary of Company, except for such in each case, encumbrances or restrictions or encumbrances existing by reason of (a) any restrictions existing under any of the Loan Documents or any other agreements or contracts in effect on the Original Closing Dateimposed by this Agreement, (b) any restrictions contained in an agreement with respect to any Person that becomes a Subsidiary of Company after the Second Restatement Date under any agreement in existence at the time such Person becomes such a Subsidiaryan Asset Sale, (c) as provided in the Senior Note Indenture or the Prepetition Facility or (d) contained in, or existing by reasons of, any restrictions with respect agreement or instrument (i) existing on the date hereof, (ii) relating to property existing at the time of the acquisition thereof, so long as the encumbrance or restriction relates only to the property so acquired, (iii) constituting customary provisions restricting subletting or assignment of any leases of Company or any Subsidiary or provisions in agreements that restrict the assignment of Company imposed pursuant to an such agreement which has been entered into for or any rights thereunder, (iv) constituting restrictions on the sale or other disposition of any property securing Indebtedness as a result of a Lien on such property permitted hereunder, (vi) restrictions on net worth or on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (vii) constituting provisions contained in agreements or instruments relating to Indebtedness permitted hereunder that prohibit the transfer of all or substantially all of the Capital Stock or assets of the obligor under that agreement or instrument unless the transferee assumes the obligations of the obligor under such Subsidiaryagreement or instrument, or (dix) constituting any restrictions encumbrance or restriction with respect to any Subsidiary of Company all property under a lease or substantially all of whose assets consist of property encumbered by Liens permitted under subsection 6.2A, (e) restrictions imposed by applicable laws, (f) restrictions under leases of, other agreement that has been entered into for the employment or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers use of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), (g) any restrictions under indentures governing New Senior Debt, which restrictions are either substantially the same as those under clause (h) or are approved by Administrative Agent, (h) any restrictions under the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes, the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes and the Existing BSN Senior Subordinated Notes, and (i) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (a) through (h); provided that the terms and conditions of any such agreement, as they relate to any such restrictions, are no less favorable to Company, Borrowers and such Subsidiaries, as applicable, taken as a whole, than those under the agreement so amended, refinanced or replacedproperty.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Except as provided herein and except for restrictions contained in the terms of any Indebtedness of Foreign Subsidiaries of Company permitted by subsection 7.1(xi) if such restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or Company determines that any such restriction will not materially affect Company's ability to make principal or interest payments on the Loans and Borrowers the restriction is not materially more disadvantageous to Lenders than is customary in comparable financings, Company will not, and will not permit any of its or their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s 's Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (iii) make loans or advances to Company or any other Subsidiary of Company, except as provided in the Bridge Loan Agreement as in effect on the Closing Date and the Senior Note Indenture in a form consistent with the "Description of Notes" contained in the Offering Memorandum dated June 7, 1999 or such other form as may be approved by Requisite Lenders, or (iv) transfer any of its property or assets to Company or any other Subsidiary of Company, except for such restrictions or encumbrances existing by reason of (a) any restrictions existing under any of contained in the Bridge Loan Documents or any other agreements or contracts Agreement as in effect on the Original Closing DateDate and the Senior Note Indenture in the form approved by Requisite Lenders, (b) any restrictions with respect to any Person that becomes a Subsidiary of Company after the Second Restatement Date under any agreement customary non-assignment provisions contained in existence at the time such Person becomes such a Subsidiaryleases, subleases, licenses and sublicenses, (c) restrictions on the transfer of Joint Venture interests contained in the organizational documents of any Joint Venture, and (d) restrictions in an executed agreement with respect to any Subsidiary of Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (d) any restrictions with respect to any Subsidiary of Company all or substantially all of whose assets consist of property encumbered by Liens permitted under subsection 6.2A, (e) restrictions imposed by applicable laws, (f) restrictions under leases of, or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), (g) any restrictions under indentures governing New Senior Debt, which restrictions are either substantially the same as those under clause (h) or are approved by Administrative Agent, (h) any restrictions under the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes, the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes and the Existing BSN Senior Subordinated Notes, and (i) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (a) through (h); provided that the terms and conditions of any such agreement, as they relate to any such restrictions, are no less favorable to Company, Borrowers and such Subsidiaries, as applicable, taken as a whole, than those under the agreement so amended, refinanced or replacedAsset Sale.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Company and Borrowers will shall not, and will shall not permit any of its or their Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company or any of its Subsidiaries (1) on its Capital Stock or (2) with respect to any other Subsidiary interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to Company or any of Companyits Subsidiaries, or (iiiii) make loans or advances to Company or any other Subsidiary of Company, its Subsidiaries or (iviii) transfer any of its property or assets to Company or any other Subsidiary of Companyits Subsidiaries, except for such encumbrances or restrictions existing under or encumbrances existing by reason of (a) any restrictions Indebtedness existing under any on the date of this Agreement pursuant to subsection 7.1(ii), (b) the Senior Secured Note Indenture and collateral documents relating thereto as in effect as of the Loan Documents date of this Agreement and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or any refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive with respect to such dividend and other agreements or contracts payment restrictions than those contained in the Senior Secured Note Indenture and collateral documents relating thereto as in effect on the Original Closing Datedate of this Agreement, (bc) applicable law, rule, regulation or order, (d) any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired by Company or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such agreement or instrument was entered into 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 and its Subsidiaries, or the property or assets of the Person and its -92- 100 Subsidiaries, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred, (e) by reason of customary non-assignment provisions in leases, licenses, encumbrances, contracts or similar agreements entered into or acquired in the ordinary course of business and consistent with past practices, (f) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (g) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (h) contracts for the sale of assets containing customary restrictions with respect to any Person that becomes a Subsidiary of Company after the Second Restatement Date under any agreement in existence at the time such Person becomes such a Subsidiary, (c) any restrictions with respect to any Subsidiary of Company imposed pursuant to an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (d) any restrictions with respect to any Subsidiary of Company all or substantially all of whose assets consist of property encumbered by Liens permitted under subsection 6.2A, (e) restrictions imposed by applicable laws, (f) restrictions under leases of, or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), (g) any restrictions under indentures governing New Senior Debt, which restrictions are either substantially the same as those under clause (h) or are approved by Administrative Agent, (h) any restrictions under the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes, the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes and the Existing BSN Senior Subordinated Notes, and (i) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (a) through (h); provided that the terms and conditions of any such agreement, as they relate to any such restrictions, are no less favorable to Company, Borrowers and such Subsidiaries, as applicable, taken as a whole, than those under the agreement so amended, refinanced or replaced.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Company and Borrowers Except as provided herein, each Borrower will not, and will not permit any of its or their Subsidiaries (other than Unrestricted Subsidiaries) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock 's capital stock owned by Company Company, such Borrower or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company Company, such Borrower or any other Subsidiary of Company, (iii) make loans or advances to Company Company, such Borrower or any other Subsidiary of Company, or (iv) transfer any of its property or assets to Company Company, such Borrower or any other Subsidiary of Company, except for such restrictions or encumbrances existing by reason of (a) any restrictions existing under any of the Loan Documents Documents, the Subordinated Securities or any other agreements or contracts in effect on the Original Closing DateDate (including any agreement of Vons or its Subsidiaries existing on the date of the Vons Merger) or any restrictions under any Subordinated Indebtedness, provided that such restrictions are no less favorable to Company than those under the Subordinated Securities, (b) any restrictions with respect to any Person that becomes a Subsidiary of Company after that is not a Subsidiary on the Second Restatement Closing Date under any agreement in existence at the time such Person Subsidiary becomes such a SubsidiarySubsidiary of Company, (c) any restrictions with respect to any a Subsidiary of Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock capital stock or assets of such Subsidiary, (d) any restrictions with respect to any Subsidiary of Company all or substantially all of whose assets consist of property encumbered by Liens permitted under subsection 6.2A9.1A, (e) restrictions imposed by applicable laws, (f) restrictions under leases of, or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), and (g) any restrictions under indentures governing New Senior Debt, which restrictions are either substantially the same as those under clause (h) or are approved by Administrative Agent, (h) any restrictions under the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes, the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes and the Existing BSN Senior Subordinated Notes, and (i) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (a) through (h); f) provided that the terms and conditions of any such agreement, as they relate to any such restrictions, agreement are no less favorable to Company, Borrowers and such Subsidiaries, as applicable, taken as a whole, Company than those under the agreement so amended, refinanced or replaced.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Holdings and Company and Borrowers will not, and will not permit any of its or their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company Holdings or any other Subsidiary of Companyits Subsidiaries, (iii) make loans or advances to Company Holdings or any other Subsidiary of Companyits Subsidiaries, or (iv) transfer any of its property or assets to Company Holdings or any other of its Subsidiaries, except (a) as provided in this Agreement, the First Lien Credit Agreement, the Holdings Senior PIK Credit Agreement, and any Refinancing First Lien Indebtedness and any Refinancing Holdings Senior PIK Indebtedness to the extent permitted by subsections 7.1(vii) and (viii), respectively, (b) as to transfers of assets, as may be provided in an agreement with respect to a sale of such assets, (c) encumbrances or restrictions existing under or by reason of agreements binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of Company, except for so long as such restrictions or encumbrances existing by reason agreements were not entered into in contemplation of (a) any restrictions existing under any of the Loan Documents or any other agreements or contracts in effect on the Original Closing Date, (b) any restrictions with respect to any such Person that becomes becoming a Subsidiary of Company after the Second Restatement Date under any agreement in existence at the time such Person becomes such a Subsidiary, (c) any restrictions with respect to any Subsidiary of Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such SubsidiaryCompany, (d) any encumbrances or restrictions with respect existing under or by reason of agreements that are customary provisions in joint venture agreements and other similar agreements applicable to any Subsidiary of Company all or substantially all of whose assets consist of property encumbered by Liens Joint Ventures permitted under subsection 6.2A7.3 and applicable solely to such Joint Venture, (e) encumbrances or restrictions imposed existing under or by applicable lawsreason of agreements that are customary restrictions on leases, subleases, licenses or permits so long as such restrictions relate to the property subject thereto, (f) encumbrances or restrictions existing under leases of, or mortgages and other by reason of agreements relating to Liens on, specified property that are customary provisions restricting subletting or assets limiting or prohibiting transfers assignment of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens)any lease governing a leasehold interest, (g) encumbrances or restrictions existing under or by reason of agreements that are customary provisions restricting assignment or transfer of any restrictions under indentures governing New Senior Debt, which restrictions are either substantially contract entered into in the same as those under clause (h) or are approved by Administrative Agentordinary course of business, (h) as to Foreign Subsidiaries, restrictions which do not have a material adverse effect on the ability of Company to repay the Obligations when due and which are contained in the Organizational Documents of any restrictions such Foreign Subsidiary (but only to the extent required by Requirements of Law) or in agreements relating to Indebtedness permitted under the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes, the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes clauses (iv) and the Existing BSN Senior Subordinated Notes, (vi) of subsection 7.1 and (i) any encumbrances or restrictions existing under or by reason of any agreement that amendsagreements governing any purchase money Liens or obligations under Capital Leases otherwise permitted hereby (in which case, refinances any prohibition or replaces any agreement containing restrictions permitted under limitation shall only be effective against the preceding clauses (a) through (h)property financed thereby; provided that the terms and conditions of any individual agreements governing purchase money Liens or obligations under Capital Leases provided by a Person (or its Affiliates) may be cross-collateralized to other such agreement, as they relate to any agreements governing purchase money Liens or obligations under Capital Leases provided by such restrictions, are no less favorable to Company, Borrowers and such Subsidiaries, as applicable, taken as a whole, than those under the agreement so amended, refinanced Person (or replacedits Affiliates)).

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Except as provided herein, Company and Borrowers will not, and will not permit any of its or their Subsidiaries (other than Designated Non-Wholly-Owned Subsidiaries) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock capital stock or other equity interests owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (iii) make loans or advances to Company or any other Subsidiary of Company, or (iv) transfer any of its property or assets to Company or any other Subsidiary of Company, except for such encumbrances or restrictions existing under or encumbrances existing by reason of (a) any restrictions existing under any of the Loan Documents or any other agreements or contracts in effect on the Original Closing Dateapplicable law, (b) any restrictions with respect to any Person that becomes a Subsidiary of Company after this Agreement and the Second Restatement Date under any agreement in existence at the time such Person becomes such a Subsidiaryother Loan Documents, (c) the 2009 Senior Notes Documents, any restrictions with respect to 2009 Senior Note Refinancing Debt Indenture, any Subsidiary of Company imposed pursuant to an agreement which has been entered into for the sale Permitted Junior Priority Refinancing Debt, any Permitted Pari Passu Refinancing Debt, or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, any Permitted Unsecured Refinancing Debt (d) customary provisions restricting subletting or assignment of any restrictions with respect to lease governing any Subsidiary leasehold interest of Company all or substantially all any of whose assets consist of property encumbered by Liens permitted under subsection 6.2Aits Subsidiaries, (e) restrictions imposed customary provisions restricting assignment of any licensing agreement (in which Company or any of its Subsidiaries is the licensee) or other contract entered into by applicable lawsCompany or any of its Subsidiaries in the ordinary course of business, (f) restrictions under leases of, or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers on the transfer of any asset pending the close of the sale of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens)asset, (g) restrictions on the transfer of any restrictions under indentures governing New Senior Debt, which restrictions are either substantially the same as those under clause (hasset subject to a Lien permitted by Section 7.2A(ii) or are approved by Administrative Agent(iv), and (h) any restrictions under agreement amending, refinancing or replacing any of the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes, the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes and the Existing BSN Senior Subordinated Notes, and foregoing (i) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (a) through (h); provided that the terms and conditions of so long as any such agreement, as they relate to any such restrictions, restrictions are no less favorable to Company, Borrowers and such Subsidiaries, as applicablenot materially more restrictive, taken as a whole, than those under contained in the agreement so amended, refinanced or replaced).

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Company and Borrowers will not, and will not permit any of its or their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (iii) make loans or advances to Company or any other Subsidiary of Company, or (iv) transfer any of its property or assets to Company or any other Subsidiary of Company, except for such restrictions or encumbrances existing by reason of (a) any restrictions existing under any of the Loan Documents or any other agreements or contracts in effect on the Original Closing Date, (b) any restrictions with respect to any Person that becomes a Subsidiary of Company after the Second Restatement Date under any agreement in existence at the time such Person becomes such a Subsidiary, (c) any restrictions with respect to any Subsidiary of Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (d) any restrictions with respect to any Subsidiary of Company all or substantially all of whose assets consist of property encumbered by Liens permitted under subsection 6.2A, (e) restrictions imposed by applicable laws, (f) restrictions under leases of, or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), (g) any restrictions under indentures governing New Senior Debt, which restrictions are either substantially the same as those under clause (h) or are approved by Administrative Agent, (h) any restrictions under the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes, Notes and the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes and the Existing BSN Senior Subordinated Notes, and (i) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (a) through (h); provided that the terms and conditions of any such agreement, as they relate to any such restrictions, are no less favorable to Company, Borrowers and such Subsidiaries, as applicable, taken as a whole, than those under the agreement so amended, refinanced or replaced.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Company and Borrowers will not, and will not permit any of its or their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Domestic Subsidiary of Company, (iii) make loans or advances to Company or any other Domestic Subsidiary of Company, or (iv) transfer any of its property or assets to Company or any other Domestic Subsidiary of Company, except for such restrictions or encumbrances existing by reason of (a) any restrictions existing under any of as provided in this Agreement and the Loan Documents or any other agreements or contracts in effect on the Original Closing DateSecond Lien Credit Agreement, (b) any restrictions as may be provided in an agreement with respect to any Person that becomes a Subsidiary sale of Company after the Second Restatement Date under any agreement in existence at the time such Person becomes assets or such a Subsidiary, (c) as provided in any agreement evidencing Indebtedness secured by Liens permitted by subsection 7.2A, as to the assets securing such Indebtedness, and (d) as provided in (1) (a) any agreements which exist on the date hereof and (to the extent not otherwise permitted by this subsection 7.2C are listed on Schedule 7.2 hereto) and (b) to the extent agreements permitted by clause (a) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, refinancing, refunding, renewal or extension thereof so long as such modification, replacement, refinancing, refunding, renewal or extension does not expand the scope of the restrictions; (2) any agreement binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of Company, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Company; (3) any agreement representing Indebtedness of a Subsidiary which is not a Loan Party which is permitted by subsection 7.1; (4) customary provisions in Joint Venture agreements and other similar agreements applicable to Joint Ventures permitted under subsection 7.3 and applicable solely to such Joint Venture; (5) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under subsection 7.1 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness or that expressly permits Liens for the benefit of Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable, or junior, basis; (6) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; (7) customary provisions restricting subletting or assignment of any Subsidiary lease governing a leasehold interest; or (8) customary provisions restricting assignment or transfer of Company imposed pursuant to an any agreement which has been entered into for in the sale or disposition ordinary course of all or substantially all of the Capital Stock or assets of such Subsidiary, (d) any restrictions with respect to any Subsidiary of Company all or substantially all of whose assets consist of property encumbered by Liens permitted under subsection 6.2A, (e) restrictions imposed by applicable laws, (f) restrictions under leases of, or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), (g) any restrictions under indentures governing New Senior Debt, which restrictions are either substantially the same as those under clause (h) or are approved by Administrative Agent, (h) any restrictions under the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes, the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes and the Existing BSN Senior Subordinated Notes, and (i) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (a) through (h); provided that the terms and conditions of any such agreement, as they relate to any such restrictions, are no less favorable to Company, Borrowers and such Subsidiaries, as applicable, taken as a whole, than those under the agreement so amended, refinanced or replacedbusiness.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Company and Borrowers will not, and will not permit any of its or their wholly-owned Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any such Subsidiary to (iw) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (iix) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (iiiy) make loans or advances to Company or any other Subsidiary of Company, or (ivz) transfer any of its property or assets to Company or any other Subsidiary of Company, except for such in each case, encumbrances or restrictions or encumbrances existing by reason of (a) any restrictions existing under any of the Loan Documents or any other agreements or contracts in effect on the Original Closing Dateimposed by this Agreement, (b) any restrictions contained in an agreement with respect to any Person that becomes a Subsidiary of Company after an Asset Sale, (c) as provided in the Second Restatement Date under Senior Note Indenture, or (d) contained in, or existing by reasons of, any agreement in existence or instrument (i) existing on the date hereof, (ii) relating to property existing at the time of the acquisition thereof, so long as the encumbrance or restriction relates only to the property so acquired, (iii) relating to any Indebtedness of, or otherwise to, any Subsidiary at the time such Person becomes such Subsidiary was merged or consolidated with or into, or acquired by, Company or a SubsidiarySubsidiary or became a Subsidiary and not created in contemplation thereof, (civ) effecting a renewal, extension, refinancing, refund or replacement (or successive extensions, renewals, refinancings, refunds or replacements) of Indebtedness issued under an agreement referred to in clauses (i) through (iii) above, so long as the encumbrances and restrictions contained in any such renewal, extension, refinancing, refund or replacement agreement, taken as a whole, are not materially more restrictive than the encumbrances and restrictions with respect to contained in the original agreement, as determined in good faith by the board of directors of Company, (v) constituting customary provisions restricting subletting or assignment of any leases of Company or any Subsidiary or provisions in agreements that restrict the assignment of Company imposed pursuant to an such agreement which has been entered into for or any rights thereunder, (vi) constituting restrictions on the sale or other disposition of any property securing Indebtedness as a result of a Lien on such property permitted hereunder, (vii) restrictions on net worth or on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (viii) constituting provisions contained in agreements or instruments relating to Indebtedness permitted hereunder that prohibit the transfer of all or substantially all of the Capital Stock or assets of the obligor under that agreement or instrument unless the transferee assumes the obligations of the obligor under such Subsidiaryagreement or instrument, or (dix) constituting any restrictions encumbrance or restriction with respect to any Subsidiary of Company all property under a lease or substantially all of whose assets consist of property encumbered by Liens permitted under subsection 6.2A, (e) restrictions imposed by applicable laws, (f) restrictions under leases of, other agreement that has been entered into for the employment or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers use of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), (g) any restrictions under indentures governing New Senior Debt, which restrictions are either substantially the same as those under clause (h) or are approved by Administrative Agent, (h) any restrictions under the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes, the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes and the Existing BSN Senior Subordinated Notes, and (i) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (a) through (h); provided that the terms and conditions of any such agreement, as they relate to any such restrictions, are no less favorable to Company, Borrowers and such Subsidiaries, as applicable, taken as a whole, than those under the agreement so amended, refinanced or replacedproperty.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Except as provided herein, Company and Borrowers will not, and will not permit any of its or their Subsidiaries (other than Designated Non-Wholly-Owned Subsidiaries) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock capital stock or other equity interests owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (iii) make loans or advances to Company or any other Subsidiary of Company, or (iv) transfer any of its property or assets to Company or any other Subsidiary of Company, except for such encumbrances or restrictions existing under or encumbrances existing by reason of (a) any restrictions existing under any of the Loan Documents or any other agreements or contracts in effect on the Original Closing Dateapplicable law, (b) any restrictions with respect to any Person that becomes a Subsidiary of Company after this Agreement and the Second Restatement Date under any agreement in existence at the time such Person becomes such a Subsidiaryother Loan Documents, (c) the New Senior Notes Documents or any restrictions with respect to any Subsidiary of Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such SubsidiaryRefinancing Debt Indenture, (d) customary provisions restricting subletting or assignment of any restrictions with respect to lease governing any Subsidiary leasehold interest of Company all or substantially all any of whose assets consist of property encumbered by Liens permitted under subsection 6.2Aits Subsidiaries, (e) restrictions imposed customary provisions restricting assignment of any licensing agreement (in which Company or any of its Subsidiaries is the licensee) or other contract entered into by applicable lawsCompany or any of its Subsidiaries in the ordinary course of business, (f) restrictions under leases of, or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers on the transfer of any asset pending the close of the sale of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens)asset, (g) restrictions on the transfer of any restrictions under indentures governing New Senior Debt, which restrictions are either substantially the same as those under clause (hasset subject to a Lien permitted by Section 7.2A(ii) or are approved by Administrative Agent(iv), and (h) any restrictions under agreement amending, refinancing or replacing any of the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes, the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes and the Existing BSN Senior Subordinated Notes, and foregoing (i) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (a) through (h); provided that the terms and conditions of so long as any such agreement, as they relate to any such restrictions, restrictions are no less favorable to Company, Borrowers and such Subsidiaries, as applicablenot materially more restrictive, taken as a whole, than those under contained in the agreement so amended, refinanced or replaced).

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Company and Borrowers Except as provided herein, each Borrower will not, and will not permit any of its or their Subsidiaries (other than Unrestricted Subsidiaries) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock capital stock owned by Company Company, such Borrower or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company Company, such Borrower or any other Subsidiary of Company, (iii) make loans or advances to Company Company, such Borrower or any other Subsidiary of Company, or (iv) transfer any of its property or assets to Company Company, such Borrower or any other Subsidiary of Company, except for such restrictions or encumbrances existing by reason of (a) any restrictions existing under any of the Loan Documents or any other agreements or contracts in effect on the Original Closing DateDate or any restrictions under any Subordinated Indebtedness, (b) any restrictions with respect to any Person that becomes a Subsidiary of Company after that is not a Subsidiary on the Second Restatement Closing Date under any agreement in existence at the time such Person Subsidiary becomes such a SubsidiarySubsidiary of Company, (c) any restrictions with respect to any a Subsidiary of Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock capital stock or assets of such Subsidiary, (d) any restrictions with respect to any Subsidiary of Company all or substantially all of whose assets consist of property encumbered by Liens permitted under subsection 6.2A9.1A, (e) restrictions imposed by applicable laws, (f) restrictions under leases of, or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), and (g) any restrictions under indentures governing New Senior Debt, which restrictions are either substantially the same as those under clause (h) or are approved by Administrative Agent, (h) any restrictions under the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes, the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes and the Existing BSN Senior Subordinated Notes, and (i) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (a) through (hf); , provided that the terms and conditions of any such agreement, as they relate to any such restrictions, are no less favorable to Company, Borrowers and such Subsidiaries, as applicable, taken as a whole, are not materially less favorable to Company than those under the agreement so amended, refinanced or replaced.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Company and Borrowers will not, and will not permit any of its or their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s 's Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (iii) make loans or advances to Company or any other Subsidiary of Company, or (iv) transfer any of its property or assets to Company or any other Subsidiary of Company, except for such restrictions or encumbrances existing by reason of (a) any restrictions existing under any of the Loan Documents or any other agreements or contracts in effect on the Original Closing Date, (b) any restrictions with respect to any Person that becomes a Subsidiary of Company after the Second Restatement Closing Date under any agreement in existence at the time such Person becomes such a Subsidiary, (c) any restrictions with respect to any Subsidiary of Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (d) any restrictions with respect to any Subsidiary of Company all or substantially all of whose assets consist of property encumbered by Liens permitted under subsection 6.2A, (e) restrictions imposed by applicable laws, (f) restrictions under leases of, or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), and (g) any restrictions under indentures governing New Senior Debt, which restrictions are either substantially the same as those under clause (h) or are approved by Administrative Agent, (h) any restrictions under the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes, the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes and the Existing BSN Senior Subordinated Notes, and (i) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (a) through (hf); provided that the terms and conditions of any such agreement, as they relate to any such restrictions, are no less favorable to Company, Borrowers and such Subsidiaries, as applicable, taken as a whole, than those under the agreement so amended, refinanced or replaced.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Company and Borrowers will not, and will not permit any of its or their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Domestic Subsidiary of Company, (iii) make loans or advances to Company or any other Domestic Subsidiary of Company, or (iv) transfer any of its property or assets to Company or any other Domestic Subsidiary of Company, except for such restrictions or encumbrances existing by reason of (a) any restrictions existing under any of as provided in this Agreement and the Loan Documents or any other agreements or contracts in effect on the Original Closing DateFirst Lien Credit Agreement, (b) any restrictions as may be provided in an agreement with respect to any Person that becomes a Subsidiary sale of Company after the Second Restatement Date under any agreement in existence at the time such Person becomes assets or such a Subsidiary, (c) as provided in any agreement evidencing Indebtedness secured by Liens permitted by subsection 7.2A, as to the assets securing such Indebtedness, and (d) as provided in (1) (a) any agreements which exist on the date hereof and (to the extent not otherwise permitted by this subsection 7.2C are listed on Schedule 7.2 hereto) and (b) to the extent agreements permitted by clause (a) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, refinancing, refunding, renewal or extension thereof so long as such modification, replacement, refinancing, refunding, renewal or extension does not expand the scope of the restrictions; (2) any agreement binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of Company, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Company; (3) any agreement representing Indebtedness of a Subsidiary which is not a Loan Party which is permitted by subsection 7.1; (4) customary provisions in Joint Venture agreements and other similar agreements applicable to Joint Ventures permitted under subsection 7.3 and applicable solely to such Joint Venture; (5) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under subsection 7.1 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness or that expressly permits Liens for the benefit of Administrative Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured by such Liens on an equal and ratable, or junior, basis; (6) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto; (7) customary provisions restricting subletting or assignment of any Subsidiary lease governing a leasehold interest; or (8) customary provisions restricting assignment or transfer of Company imposed pursuant to an any agreement which has been entered into for in the sale or disposition ordinary course of all or substantially all of the Capital Stock or assets of such Subsidiary, (d) any restrictions with respect to any Subsidiary of Company all or substantially all of whose assets consist of property encumbered by Liens permitted under subsection 6.2A, (e) restrictions imposed by applicable laws, (f) restrictions under leases of, or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), (g) any restrictions under indentures governing New Senior Debt, which restrictions are either substantially the same as those under clause (h) or are approved by Administrative Agent, (h) any restrictions under the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes, the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes and the Existing BSN Senior Subordinated Notes, and (i) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (a) through (h); provided that the terms and conditions of any such agreement, as they relate to any such restrictions, are no less favorable to Company, Borrowers and such Subsidiaries, as applicable, taken as a whole, than those under the agreement so amended, refinanced or replacedbusiness.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Except as otherwise provided herein, Company and Borrowers will not, and will not permit any of its or their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance encumbrance, limitation or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s 's Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (iii) make loans or advances to Company or any other Subsidiary of Company, or (iv) transfer any of its property or assets to Company or any other Subsidiary of Company, except for such encumbrances or restrictions existing under or encumbrances existing by reason of (a) any restrictions existing under any of the Loan Documents or any other agreements or contracts in effect on the Original Closing Dateapplicable law, (b) any restrictions with respect to any Person that becomes a Subsidiary of Company after this Agreement and the Second Restatement Date under any agreement in existence at the time such Person becomes such a Subsidiaryother Loan Documents, (c) customary provisions restricting subletting or assignment of any restrictions with respect to any Subsidiary lease governing a leasehold interest of Company imposed pursuant to an agreement which has been entered into for the sale or disposition any of all or substantially all of the Capital Stock or assets of such Subsidiaryits Subsidiaries, (d) customary provisions restricting assignment of any restrictions with respect licensing agreement entered into by Company or any of its Subsidiaries in the ordinary course of business, (e) customary provisions restricting the transfer of assets subject to any Subsidiary of Company all or substantially all of whose assets consist of property encumbered by Liens permitted under subsection 6.2A, (e) restrictions imposed by applicable laws7.2A(iii), (f) restrictions under leases of, or mortgages and other agreements relating joint ventures entered into pursuant to Liens on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens)subsection 7.3, (g) any restrictions document or instrument evidencing Foreign Subsidiary working capital Indebtedness permitted under indentures governing New Senior Debtsubsection 7.1(xi) so long as such encumbrance or restriction only applies to the Foreign Subsidiary of Company incurring such Indebtedness, which restrictions are either substantially the same as those under clause and (h) or are approved by Administrative Agent, (h) any restrictions under the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes, the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes and the Existing BSN Senior Subordinated Notes, and (i) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (a) through (h); provided that the terms and conditions of any such agreement, as they relate to any such restrictions, are no less favorable to Company, Borrowers and such Subsidiaries, as applicable, taken as a whole, than those under the agreement so amended, refinanced or replacedDebt Documents.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Company and Borrowers will not, and will not permit OTG, the Parent or any of its or their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by OTG, the Parent, the Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company any Transaction Party or any other Subsidiary of Companyany Transaction Party, (iii) make loans or advances to Company any Transaction Party or any other Subsidiary of Companyany Transaction Party, or (iv) transfer any of its property or assets to Company any Transaction Party or any other Subsidiary of Companyany Transaction Party, except for such in each case, encumbrances or restrictions or encumbrances existing by reason of (a) any restrictions existing under any of imposed by this Agreement, the Loan other Note Documents or any other agreements or contracts in effect on and the Original Closing DateFirst Lien Credit Documents, (b) any restrictions contained in an agreement with respect to any Person that becomes a Subsidiary of Company after the Second Restatement Date under an asset sale, or (c) contained in, or existing by reason of, any agreement in existence or instrument (i) existing on the date hereof and identified on Schedule 6A(2), (ii) relating to property existing at the time of the acquisition thereof, so long as the encumbrance or restriction relates only to the property so acquired, (iii) relating to any Indebtedness of, or otherwise to, any Subsidiary at the time such Person becomes such Subsidiary acquired by Company or a SubsidiarySubsidiary or became a Subsidiary and not created in contemplation thereof, (civ) effecting a renewal, extension, refinancing, refund or replacement (or successive extensions, renewals, refinancings, refunds or replacements) of Indebtedness issued under an agreement referred to in clauses (i) through (iii) above, so long as the encumbrances and restrictions contained in any such renewal, extension, refinancing, refund or replacement agreement, are not more restrictive than the encumbrances and restrictions with respect to contained in the original agreement, as determined in good faith by the Governing Body of Company, (v) constituting customary provisions restricting subletting or assignment of any leases of any Transaction Party or any Subsidiary or provisions in agreements that restrict the assignment of Company imposed pursuant to an such agreement which has been entered into for or any rights thereunder, (vi) constituting restrictions on the sale or other disposition of any property securing Indebtedness as a result of a Lien on such property permitted hereunder, (vii) constituting restrictions on net worth or on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (viii) constituting provisions contained in agreements or instruments relating to Indebtedness permitted hereunder including purchase money Liens or Capital Lease obligations that prohibit the transfer of all or substantially all of the Capital Stock or assets of such Subsidiarythe obligor under that agreement or instrument, (dix) constituting any restrictions encumbrance or restriction with respect to any Subsidiary property under a lease or other agreement that has been entered into for the employment or use of Company all or substantially all of whose assets consist of property encumbered by Liens permitted under subsection 6.2Asuch property, (ex) constituting restrictions imposed by applicable laws, (f) restrictions under leases of, or mortgages and other agreements pursuant to Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating to Liens on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), (g) any restrictions under indentures governing New Senior Debt, which restrictions are either substantially the same as those under clause (h) or are approved by Administrative Agent, (h) any restrictions under the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes, the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes and the Existing BSN Senior Subordinated Notesthereto, and (ixi) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (a) through (h); provided that the terms and conditions of any such agreement, as they relate to any such restrictions, are no less favorable to Company, Borrowers and such Subsidiaries, as applicable, taken as a whole, than those under the agreement so amended, refinanced or replacedimposed by Applicable Law.

No Restrictions on Subsidiary Distributions to Company or Other Subsidiaries. Company and Borrowers will not, and will not permit any of its or their Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (i) pay dividends or make any other distributions on any of such Subsidiary’s 's Capital Stock owned by Company or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (iii) make loans or advances to Company or any other Subsidiary of Company, or (iv) transfer any of its property or assets to Company or any other Subsidiary of Company, except for such restrictions or encumbrances existing by reason of (a) any restrictions existing under any of the Loan Documents or any other agreements or contracts in effect on the Original Closing Date, (b) any restrictions with respect to any Person that becomes a Subsidiary of Company after the Second Restatement Date under any agreement in existence at the time such Person becomes such a Subsidiary, (c) any restrictions with respect to any Subsidiary of Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (d) any restrictions with respect to any Subsidiary of Company all or substantially all of whose assets consist of property encumbered by Liens permitted under subsection 6.2A, (e) restrictions imposed by applicable laws, (f) restrictions under leases of, or mortgages and other agreements relating to Liens on, specified property or assets limiting or prohibiting transfers of such property or assets (including, without limitation, non-assignment clauses, due-on-sale clauses and clauses prohibiting junior Liens), (g) any restrictions under indentures governing New Senior Debt, which restrictions are either substantially the same as those under clause (h) or are approved by Administrative Agent, (h) any restrictions under the indentures governing the Existing Xxxxx-Xxxxxxxx Senior Secured Notes, Notes and the Existing Xxxxx-Xxxxxxxx Senior Unsecured Notes and the Existing BSN Senior Subordinated Notes, and (i) any restrictions existing under any agreement that amends, refinances or replaces any agreement containing restrictions permitted under the preceding clauses (a) through (h); provided that the terms and conditions of any such agreement, as they relate to any such restrictions, are no less favorable to Company, Borrowers and such Subsidiaries, as applicable, taken as a whole, than those under the agreement so amended, refinanced or replaced.