Common use of Restrictions on Distributions from Restricted Subsidiaries Clause in Contracts

Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (a) pay dividends, in cash or otherwise, or make any other distributions on its Capital Stock or pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary; (b) make any loans or advances to the Company or any other Restricted Subsidiary; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing limitations will not apply to: (i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the date the Notes are first issued, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive than those contained in such agreements as in effect on the date the Notes are first issued, as determined in good faith by the senior management or Board of Directors of the Company; (ii) any encumbrance or restriction existing under or by reason of the Senior Credit Facilities or the Senior Notes Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to dividend and other payment restrictions than those contained in the Senior Credit Facilities or the Senior Notes Indenture, as in effect on the date the Notes are first issued; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Debt Incurred or Preferred Stock issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or any Restricted Subsidiary and outstanding on such date, other than Debt Incurred or Preferred Stock issued as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of the Company or was acquired by the Company or any Restricted Subsidiary; (iv) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement evidencing Debt Incurred or Preferred Stock issued without violation of this Indenture or effecting a refinancing of Debt Incurred or Preferred Stock issued pursuant to an agreement referred to in clauses (i), (ii), (iii) or this clause (iv) contained in any amendment to an agreement referred to in clauses (i), (ii), (iii) or this clause (iv); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement, refinancing agreement or amendment, taken as a whole, are not materially less favorable to the Holders of the Notes, as determined in good faith by the senior management or Board of Directors of the Company, than encumbrances and restrictions with respect to that Restricted Subsidiary contained in agreements in effect at, or entered into on, the date the Notes are first issued; and (v) in the case of clause (c) of the first paragraph of this Section 4.13, any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or contract or similar property or asset or the assignment of any such lease, license or other contract; (B) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture; (C) that is included in a licensing agreement to the extent such restrictions limit the transfer of the property subject to such licensing agreement; (D) arising or agreed to in the ordinary course of business and that does not, individually or in the aggregate, detract from the value of property or assets of the Company or any of its Subsidiaries in any manner material to the Company or any such Restricted Subsidiary as determined in good faith by senior management or the Board of Directors of the Company; and (E) contained in security agreements, mortgages or similar documents securing Debt of a Restricted Subsidiary incurred in accordance with this Indenture to the extent those encumbrances or restrictions restrict the transfer of the property subject to such security agreements; (vi) any restriction with respect to a Restricted Subsidiary or any of its properties or assets imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of that Restricted Subsidiary (whether by stock sale, asset sale, merger, consolidation or otherwise) pending the closing of such sale or disposition; (vii) encumbrances or restrictions arising or existing by reason of applicable law, regulation or order; (viii) any encumbrance or restriction under Capitalized Lease Obligations and purchase money obligations for property leased or acquired in the ordinary course of business that impose encumbrances or restrictions of the nature described in clause (c) of the first paragraph of this Section 4.13 on the property so leased or acquired; (ix) customary provisions with respect to the distribution of assets or property in joint venture agreements; and (x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (a) pay dividends, in cash or otherwise, or make any other distributions on its Capital Stock or pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary; (b) make any loans or advances to the Company or any other Restricted Subsidiary; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing limitations will not apply to: (i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the date the Notes are first issued, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive than those contained in such agreements as in effect on the date the Notes are first issued, as determined in good faith by the senior management or Board of Directors of the Company; (ii) any encumbrance or restriction existing under or by reason of the Senior Credit Facilities Facilities, the Convertible Notes Indenture, the Convertible Notes Guarantee, the OpCo Senior Indenture or the Senior Notes OpCo Subordinated Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to dividend and other payment restrictions than those contained in the Senior Credit Facilities Facilities, the Convertible Notes Indenture, the Convertible Notes Guarantee, the OpCo Senior Indenture or the Senior Notes OpCo Subordinated Indenture, as in effect on the date the Notes are first issued; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Debt Incurred or Preferred Stock issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or any Restricted Subsidiary and outstanding on such date, other than Debt Incurred or Preferred Stock issued as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of the Company or was acquired by the Company or any Restricted Subsidiary; (iv) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement evidencing Debt Incurred or Preferred Stock issued without violation of this Indenture or effecting a refinancing of Debt Incurred or Preferred Stock issued pursuant to an agreement referred to in clauses (i), (ii), (iii) or this clause (iv) contained in any amendment to an agreement referred to in clauses (i), (ii), (iii) or this clause (iv); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement, refinancing agreement or amendment, taken as a whole, are not materially less favorable to the Holders of the Notes, as determined in good faith by the senior management or Board of Directors of the Company, than encumbrances and restrictions with respect to that Restricted Subsidiary contained in agreements in effect at, or entered into on, the date the Notes are first issued; and; (v) in the case of clause (c) of the first paragraph of this Section 4.13, any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or contract or similar property or asset or the assignment of any such lease, license or other contract; (B) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture; (C) that is included in a licensing agreement to the extent such restrictions limit the transfer of the property subject to such licensing agreement; (D) arising or agreed to in the ordinary course of business and that does not, individually or in the aggregate, detract from the value of property or assets of the Company or any of its Subsidiaries in any manner material to the Company or any such Restricted Subsidiary as determined in good faith by senior management or the Board of Directors of the Company; andor (E) contained in security agreements, mortgages or similar documents securing Debt of a Restricted Subsidiary incurred in accordance with this Indenture to the extent those encumbrances or restrictions restrict the transfer of the property subject to such security agreements; (vi) any restriction with respect to a Restricted Subsidiary or any of its properties or assets imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of that Restricted Subsidiary (whether by stock sale, asset sale, merger, consolidation or otherwise) pending the closing of such sale or dispositiondisposition or any portion of the purchase price from an Asset Sale placed in escrow, whether as a reserve for adjustment of the purchase price, for satisfaction of indemnities in respect of such Asset Sale; (vii) encumbrances or restrictions arising or existing by reason of applicable law, regulation or order; (viii) any encumbrance or restriction under Capitalized Lease Obligations and purchase money obligations for property leased or acquired in the ordinary course of business that impose encumbrances or restrictions of the nature described in clause (c) of the first paragraph of this Section 4.13 on the property so leased or acquired; (ix) customary provisions with respect to the distribution of assets or property in joint venture agreements; andor (x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (a) pay dividends, in cash or otherwise, dividends or make any other distributions on its Capital Stock to the Company or any Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Debt or other obligation indebtedness owed to the Company or any other Restricted Subsidiary; (b) make any loans or advances to the Company or any other Restricted Subsidiary; or (c) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary. The foregoing limitations However, the preceding restrictions will not apply toto encumbrances or restrictions existing under or by reason of: (i1) any encumbrance or restriction pursuant agreements governing Existing Indebtedness, Credit Facilities (including the Credit Agreement) and other agreements relating to an agreement in effect at or entered into on the date the Notes are first issued, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive than those contained in such agreements Financing Transactions as in effect on the date the Notes are first issued, as determined in good faith by the senior management or Board of Directors of the Company; (ii) any encumbrance or restriction existing under or by reason of the Senior Credit Facilities or the Senior Notes this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereofof those agreements; provided that such the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements replacement or refinancings are not materially no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Senior Credit Facilities or date of this Indenture; (2) agreements governing the Senior Notes Indenture, Series A Preferred Stock as in effect on the date the Notes are first issuedof this Indenture; (iii3) this Indenture, the Notes and the Subsidiary Guarantees; (4) the Securities Purchase Agreement; (5) agreements related to HUD Financing and any amendments of those agreements; (6) applicable law; (7) any encumbrance instrument governing Indebtedness or restriction with respect to Capital Stock of a Restricted Subsidiary pursuant to an agreement relating to any Debt Incurred or Preferred Stock issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary became a Restricted Subsidiary or was Person acquired by the Company or any Restricted Subsidiary and outstanding on as in effect at the time of such dateacquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than Debt Incurred or Preferred Stock issued as consideration inthe Person, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of the Company or was acquired by the Company or any Restricted Subsidiary; (iv) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement evidencing Debt Incurred or Preferred Stock issued without violation of this Indenture or effecting a refinancing of Debt Incurred or Preferred Stock issued pursuant to an agreement referred to in clauses (i), (ii), (iii) or this clause (iv) contained in any amendment to an agreement referred to in clauses (i), (ii), (iii) or this clause (iv); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement, refinancing agreement or amendment, taken as a whole, are not materially less favorable to the Holders of the Notes, as determined in good faith by the senior management or Board of Directors of the Company, than encumbrances and restrictions with respect to that Restricted Subsidiary contained in agreements in effect at, or entered into on, the date the Notes are first issued; and (v) in the case of clause (c) of the first paragraph of this Section 4.13, any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or contract or similar property or asset or the assignment of any such lease, license or other contract; (B) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this IndentureIndenture to be incurred; (C) that is included 8) customary non-assignment provisions in a licensing agreement to the extent such restrictions limit the transfer of the property subject to such licensing agreement; (D) arising or agreed to leases and other contracts entered into in the ordinary course of business and that does not, individually or in the aggregate, detract from the value of property or assets of the Company or any of its Subsidiaries in any manner material to the Company or any such Restricted Subsidiary as determined in good faith by senior management or the Board of Directors of the Company; and (E) contained in security agreements, mortgages or similar documents securing Debt of a Restricted Subsidiary incurred in accordance consistent with this Indenture to the extent those encumbrances or restrictions restrict the transfer of the property subject to such security agreementsindustry practices; (vi9) any restriction with respect to a Restricted Subsidiary or any of its properties or assets imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of that Restricted Subsidiary (whether by stock sale, asset sale, merger, consolidation or otherwise) pending the closing of such sale or disposition; (vii) encumbrances or restrictions arising or existing by reason of applicable law, regulation or order; (viii) any encumbrance or restriction under Capitalized Lease Obligations and purchase money obligations for property leased or acquired in the ordinary course of business that impose encumbrances or restrictions on that property of the nature described in clause (c) of the first paragraph of this Section 4.13 on the property so leased or acquired4.13; (ix10) customary any agreement for the sale or other disposition of a Restricted Subsidiary or the assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition or the sale or other disposition of its assets; or (11) Permitted Refinancing Indebtedness; provided, however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (12) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant described above under Section 4.11 hereof; and (13) provisions with respect to the disposition or distribution of assets or property in joint venture agreements; and (x) restrictions on cash or , asset sale agreements, stock sale agreements and other deposits or net worth imposed by customers under contracts similar agreements entered into in the ordinary course of business.

Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (a) pay dividends, in cash or otherwise, or make any other distributions on its Capital Stock or pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary; (b) make any loans or advances to the Company or any other Restricted Subsidiary; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing limitations will not apply to: (i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the date the Notes are first issued, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive than those contained in such agreements as in effect on the date the Notes are first issued, as determined in good faith by the senior management or Board of Directors of the Company; (ii) any encumbrance or restriction existing under or by reason of the Senior Credit Facilities or the Senior Subordinated Notes Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to dividend and other payment restrictions than those contained in the Senior Credit Facilities or the Senior Subordinated Notes Indenture, as in effect on the date the Notes are first issued; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Debt Incurred or Preferred Stock issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or any Restricted Subsidiary and outstanding on such date, other than Debt Incurred or Preferred Stock issued as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of the Company or was acquired by the Company or any Restricted Subsidiary; (iv) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement evidencing Debt Incurred or Preferred Stock issued without violation of this Indenture or effecting a refinancing of Debt Incurred or Preferred Stock issued pursuant to an agreement referred to in clauses (i), (ii), (iii) or this clause (iv) contained in any amendment to an agreement referred to in clauses (i), (ii), (iii) or this clause (iv); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement, refinancing agreement or amendment, taken as a whole, are not materially less favorable to the Holders of the Notes, as determined in good faith by the senior management or Board of Directors of the Company, than encumbrances and restrictions with respect to that Restricted Subsidiary contained in agreements in effect at, or entered into on, the date the Notes are first issued; and (v) in the case of clause (c) of the first paragraph of this Section 4.13, any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or contract or similar property or asset or the assignment of any such lease, license or other contract; (B) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture; (C) that is included in a licensing agreement to the extent such restrictions limit the transfer of the property subject to such licensing agreement; (D) arising or agreed to in the ordinary course of business and that does not, individually or in the aggregate, detract from the value of property or assets of the Company or any of its Subsidiaries in any manner material to the Company or any such Restricted Subsidiary as determined in good faith by senior management or the Board of Directors of the Company; and (E) contained in security agreements, mortgages or similar documents securing Debt of a Restricted Subsidiary incurred in accordance with this Indenture to the extent those encumbrances or restrictions restrict the transfer of the property subject to such security agreements; (vi) any restriction with respect to a Restricted Subsidiary or any of its properties or assets imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of that Restricted Subsidiary (whether by stock sale, asset sale, merger, consolidation or otherwise) pending the closing of such sale or disposition; (vii) encumbrances or restrictions arising or existing by reason of applicable law, regulation or order; (viii) any encumbrance or restriction under Capitalized Lease Obligations and purchase money obligations for property leased or acquired in the ordinary course of business that impose encumbrances or restrictions of the nature described in clause (c) of the first paragraph of this Section 4.13 on the property so leased or acquired; (ix) customary provisions with respect to the distribution of assets or property in joint venture agreements; and (x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.