Common use of Clauses Restricting Subsidiary Distributions Clause in Contracts

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Subsidiary of the Company, (b) make loans or advances to, or other Investments in, the Company or any other Subsidiary of the Company or (c) transfer any of its assets to the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreement, (ii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (vi) customary provisions in leases and other contracts restricting the assignment thereof.

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

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Subsidiary of the Company Borrower or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents, (ii) restrictions in effect on the Restatement Effective Date and listed on Schedule 7.14, (iii) in the case of clause (c) above, customary non-assignment clauses in leases and other contracts entered into in the ordinary course of business, (iv) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating with respect to secured Indebtedness permitted by this Agreement if a Subsidiary acquired pursuant to a Permitted Acquisition (provided that such restrictions were not entered into in contemplation of or in connection with such Permitted Acquisition) and conditions apply only restrictions with respect to the property or assets securing such Indebtednessa Foreign Subsidiary arising under applicable law, and (vi) customary provisions in leases consensual arrangements with insurance regulators with respect to the Insurance Subsidiary and other contracts restricting the assignment thereof(vii) restrictions applicable to Foreign Subsidiaries arising with respect to Indebtedness of Foreign Subsidiaries permitted pursuant to Section 7.2.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Subsidiary of the Company, (b) make loans or advances to, or other Investments in, the Company or any other Subsidiary of the Company or (c) transfer any of its assets to the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreement, (ii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Datedate hereof, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (vi) customary provisions in leases and other contracts restricting the assignment thereof.

Clauses Restricting Subsidiary Distributions. Other than pursuant to In the Senior Note Indenturescase of any Subsidiary of the Borrower, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant such Subsidiary of the Company to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyGuarantor, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Subsidiary of the Company Guarantor or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyGuarantor, except for (i) any such encumbrances or restrictions existing under under, or incorporated by reason of reference from, the Loan Documents (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementare less burdensome than the corresponding Loan Document provision), (ii) any such encumbrances or restrictions with respect to a Significant Subsidiary Guarantor imposed pursuant to an agreement that has been entered into in connection with the any Disposition permitted under Section 7.5 (including any Disposition of all or substantially all of the any Capital Stock or assets of such Significant Subsidiary, a Subsidiary Guarantor) or (iii) restrictions and conditions any such encumbrance or restriction imposed by any Swap Agreement entered into by any Loan Party in accordance with the terms of this Agreement that (A) incorporates any applicable Requirements of Law, (B) takes the form of a customary net worth or similar liquidity requirement with respect to a Person the Loan Party that is not the counterparty to such Swap Agreement or agreement, (C) imposes a Significant Subsidiary restriction on the Restatement Effective Date, which restrictions assignment of such Swap Agreement or agreement (and conditions are in existence at such restriction is otherwise permitted under the time terms of the Loan Documents) or (D) imposes a restriction on the disposition of property that is Collateral where the party imposing such Person becomes restriction is a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only Secured Party subject to the property or assets securing such Indebtedness, and (vi) customary provisions in leases and other contracts restricting terms of the assignment thereofIntercreditor Agreement.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Subsidiary of the Company Borrower or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations this Agreement or existing under this Agreementthe other Loan Documents, (ii) applicable law, (iii) the First Lien Note Indenture, (iv) the Second Lien Note Indenture, (v) the Senior Unsecured Note Indenture, (vi) the Senior Subordinated Note Indenture, (vii) any Permitted Refinancing Debt Document, (viii) the debt agreements in connection with Indebtedness permitted under Section 7.02, (ix) any agreements governing any Liens otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets subject to such Liens), or (x) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (vi) customary provisions in leases and other contracts restricting the assignment thereof.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower (other than any such encumbrance or restriction in an agreement between or among Group Members) to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Subsidiary of the Company Borrower or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents, (ii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) any restrictions and conditions consistent with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant SubsidiaryManagement Agreements, (iv) restrictions Contractual Obligations governing Indebtedness permitted hereunder (including pursuant to purchase money Indebtedness and conditions no more restrictive than those in the Senior Note Indentures, Capital Lease Obligations) and (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (vi) customary anti-assignment provisions in leases and other contracts restricting the assignment thereofunder contracts.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Subsidiary of the Company Borrower or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents, (ii) restrictions in effect on the Closing Date and listed on Schedule 7.14, (iii) in the case of clause (c) above, customary non-assignment clauses in leases and other contracts entered into in the ordinary course of business, (iv) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating with respect to secured Indebtedness permitted by this Agreement if a Subsidiary acquired pursuant to a Permitted Acquisition (provided, that such restrictions were not entered into in contemplation of or in connection with such Permitted Acquisition) and conditions apply only restrictions with respect to the property or assets securing such Indebtednessa Foreign Subsidiary arising under applicable law, and (vi) customary provisions in leases consensual arrangements with insurance regulators with respect to the Insurance Subsidiary and other contracts restricting the assignment thereof(vii) restrictions applicable to Foreign Subsidiaries arising with respect to Indebtedness of Foreign Subsidiaries permitted pursuant to Section 7.2.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower to (ai) make Restricted Payments payments in respect of any Capital Stock capital stock of such Significant Subsidiary held by, or pay any Indebtedness Debt owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (bii) make loans or advances to, or other Investments investments in, the Company Borrower or any other Subsidiary of the Company Borrower or (ciii) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of (iA) any restrictions imposed by law, by any self-regulatory organizations or existing under this AgreementAgreement or the Indentures, (iiB) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock capital stock or assets of such Significant Subsidiary, (iiiC) any restrictions on a Subsidiary imposed by HMO Regulations, Insurance Regulations or other requirements of law, or any agreements entered into pursuant thereto, and conditions with respect (D) any restrictions applicable to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are of the Borrower, provided that any such restriction shall not incurred have been created in anticipation of or in connection with, with the transaction or in contemplation of, series of transactions pursuant to which such Person becoming became a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in Subsidiary of the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (vi) customary provisions in leases and other contracts restricting the assignment thereofBorrower.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrowers to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, any of the Company Borrowers or any other Subsidiary of the CompanyBorrowers, (b) make loans or advances to, or other Investments in, any of the Company Borrowers or any other Subsidiary of the Company Borrowers or (c) transfer any of its assets to any of the Company Borrowers or any other Subsidiary of the CompanyBorrowers, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents, (ii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) restrictions and conditions with respect contained in agreements governing Indebtedness of a Foreign Subsidiary permitted under Section 6.2(h) (provided, that (x) such restriction applies only to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Foreign Subsidiary and are not incurred in connection with, or in contemplation of, its Subsidiaries and (y) at no time shall the aggregate outstanding principal amount of such Person becoming a Significant SubsidiaryIndebtedness exceed $50,000,000), (iv) restrictions and conditions no more restrictive than those on property subject to a Permitted Lien in favor of the Senior Note Indenturesholder of such Lien, (v) restrictions and conditions imposed by contained in any agreement Indebtedness or contractual requirements incurred with respect to a Qualified Receivables Transaction relating exclusively to secured Indebtedness permitted by this Agreement if a Receivables Entity that, in the good faith determination of the board of directors or senior management of the Company, are necessary to effect such restrictions and conditions apply only to the property or assets securing such IndebtednessQualified Receivables Transaction, and (vi) customary provisions the rights of shareholders of Subsidiaries (other than the Borrowers and their Subsidiaries) to receive dividends in leases respect of the Capital Stock of such Subsidiaries owned by such shareholders and other contracts restricting the assignment thereofrights of such shareholders arising by operation of law.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Subsidiary of the Company Borrower or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by applicable law, by any self-regulatory organizations or existing under this Agreement, (ii) any restrictions existing under the Loan Documents, (iii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iiiiv) any restrictions and conditions with respect governing a Disposition permitted under Section 7.5, provided that such restriction relates solely to a Person that is not a Significant Subsidiary on the Restatement Effective Dateproperty to be disposed of, which (v) any restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred of any acquisition consummated in connection withaccordance with Section 7.8(i), or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (vi) customary provisions restricting assignment of any agreement entered into in leases the ordinary course of business, (vii) customary provisions in joint venture agreements or similar agreements or the organizational documents of Subsidiaries that are not Wholly Owned Subsidiaries, and other contracts restricting the assignment thereof(viii) any agreements governing purchase money Indebtedness or Capital Lease Obligations permitted hereby.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Subsidiary of the Company Borrower or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents, (ii) restrictions in effect on the Closing Date and listed on Schedule 7.14, (iii) in the case of clause (c) above, customary non-assignment clauses in leases and other contracts entered into in the ordinary course of business, (iv) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating with respect to secured Indebtedness permitted by this Agreement if a Subsidiary acquired pursuant to a Permitted Acquisition (provided that such restrictions were not entered into in contemplation of or in connection with such Permitted Acquisition) and conditions apply only restrictions with respect to the property or assets securing such Indebtedness, a Foreign Subsidiary arising under applicable law and (vi) customary provisions in leases and other contracts restricting consensual arrangements with insurance regulators with respect to the assignment thereofInsurance Subsidiary .

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Subsidiary of the Company Borrower or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents or under any law or regulation of any Governmental Authority, (ii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) any restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time the Borrower acquired or acquires such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in existing on the Senior Note Indenturesdate hereof, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to customary provisions in leases or other agreements restricting the property or assets securing such Indebtednessassignment thereof, and (vi) customary provisions any restrictions in leases and other contracts restricting agreements constituting secured Indebtedness, provided the assignment thereofrestrictions only apply to the assets constituting security for such Indebtedness.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower to (a) make any payment of a type described in the definition of “Restricted Payments Payment” in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanySubsidiary, (b) make loans or advances to, or other Investments investments in, the Company Borrower or any other Subsidiary of the Company or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanySubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under, or imposed by law, by (A) any self-regulatory organizations Loan Document or existing under this Agreement, (B) Applicable Law; (ii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with (x) the Disposition sale or disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, Subsidiary or (y) the sale or disposition of any asset of such Subsidiary so long as the encumbrance or restriction applies only to the asset to be disposed; (iii) restrictions and conditions with respect contained in documentation relating to a Person that is not a Significant Subsidiary on acquired after the Restatement Effective Closing Date, which restrictions and conditions are in existence provided that such restriction or condition (x) existed at the time such Person becomes became a Significant Subsidiary and are was not incurred created in contemplation of or in connection with, or in contemplation of, with such Person becoming a Significant Subsidiary and (y) applies only to such Subsidiary, ; and (iv) restrictions and conditions no more restrictive than those contained in the Senior Note Indentures, (v) restrictions and conditions imposed documents governing any Indebtedness secured by any agreement relating to secured Indebtedness Liens permitted by under this Agreement if such restrictions and conditions apply only to the property or assets securing subject to such Indebtedness, and (vi) customary provisions in leases and other contracts restricting the assignment thereofLiens.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of (a) any Significant Subsidiary of the Company U.S. Borrower to (ai) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company U.S. Borrower or any other Subsidiary of the CompanyGuarantor, (bii) make loans or advances to, or other Investments in, the Company U.S. Borrower or any other Subsidiary of the Company Guarantor or (ciii) transfer any of its assets to the Company U.S. Borrower or any other Subsidiary Guarantor or (b) any Subsidiary of the CompanyCanadian Borrower to (i) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, except or pay any Indebtedness owed to, the Canadian Borrower or any Canadian Guarantor, (ii) make loans or advances to, or other Investments in, the Canadian Borrower or any Canadian Guarantor or (iii) transfer any of its assets to the Canadian Borrower or any Canadian Guarantor, except, in the case of each of clauses (a) and (b), for such encumbrances or restrictions existing under or by reason of (iA) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents, (iiB) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtednesshereby, and (viB) customary provisions restrictions on transfer in leases connection with purchase money security interests and other contracts restricting Capital Lease Obligations otherwise permitted under this Agreement (provided that such restrictions shall be limited to the assignment thereofassets that are the subject of such purchase money security interest or Capital Lease Obligation).

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, any of the Company Borrowers or any other Subsidiary of the CompanySubsidiary, (b) make loans or advances to, or other Investments in, any of the Company Borrowers or any other Subsidiary of the Company or (c) transfer any of its assets to any of the Company Borrowers or any other Subsidiary of the CompanySubsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents, (ii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) restrictions and conditions with respect contained in agreements governing Indebtedness of a Foreign Subsidiary permitted under Section 6.2(h) (provided, that, (x) such restriction applies only to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Foreign Subsidiary and are not incurred in connection with, or in contemplation of, its Subsidiaries and (y) at no time shall the aggregate outstanding principal amount of such Person becoming a Significant SubsidiaryIndebtedness affected by such restriction exceed $50,000,000), (iv) restrictions and conditions no more restrictive than those on property subject to a Permitted Lien in favor of the Senior Note Indenturesholder of such Lien and, (v) restrictions and conditions imposed by contained in any agreement Indebtedness or contractual requirements incurred with respect to a Qualified Receivables Transaction relating exclusively to secured Indebtedness permitted by this Agreement if a Receivables Entity that, in the good faith determination of the board of directors or senior management of the Company, are necessary to effect such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (vi) customary provisions in leases and other contracts restricting the assignment thereofQualified Receivables Transaction.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Subsidiary of the Company Borrower or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents, (ii) any customary restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiarypermitted under Section 8.5, (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on cash or other deposits or net worth imposed by customers under contracts entered into in the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiaryordinary course of business, (iv) restrictions and conditions no more restrictive than those agreements existing as of the date hereof in the Senior Note Indentures, manner such agreements are in effect on the date hereof; (v) restrictions customary provisions in joint venture agreements and conditions imposed by any agreement other similar agreements (in each case relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only solely to the property respective joint venture or assets securing such Indebtedness, similar entity or the equity interests therein) entered into in the ordinary course of business; and (vi) customary provisions any restrictions pursuant to agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby or entered into in leases and other contracts restricting connection with any Lien permitted under Section 8.3 (in which case, any such restriction shall only be effective against the assignment assets financed by such purchase money Liens or Capital Lease Obligations or subject to such permitted Lien (or proceeds thereof)).

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Subsidiary of the Company Borrower or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreement, the Loan Documents and (ii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) restrictions the Borrower Indentures and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiaryany Permitted Refinancing thereof, (iv) customary non-assignment provisions of any contracts and licenses and restrictions and conditions no more restrictive than those in the Senior Note Indenturesleases restricting subletting, (v) restrictions customary net worth provisions contained in leases and conditions imposed other agreements entered into by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property Borrower or assets securing such Indebtednessa Subsidiary in the ordinary course of business, and (vi) customary non-assignment provisions in leases contracts and licenses entered into in the ordinary course of business, (vii) purchase money obligations and Capital Lease Obligations that impose restrictions on the property purchased or leased, (viii) provisions limiting the disposition or distribution of assets or property in asset sale agreements and other similar agreements entered into in the ordinary course of business, which limitation is applicable only to the assets that are the subject of such agreements and (ix) restrictions on cash or other deposits imposed by customers under contracts restricting entered into in the assignment thereofordinary course of business.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Subsidiary of the Company Borrower or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents (ii) any restrictions existing under the TNMPCo Credit Facility, (iiiii) any restrictions existing under Indebtedness of TNMPCo and its Subsidiaries outstanding on the date hereof, (iv) any restriction applicable to any Receivables Subsidiary under Indebtedness of such Receivables Subsidiary incurred pursuant to Section 6.2(g), (v) any restriction under Indebtedness of FCP incurred pursuant to Section 6.2(h), (vi) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (ivvii) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions and conditions any regulations imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (vi) customary provisions in leases and other contracts restricting the assignment thereofGovernmental Authority.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note IndenturesIndentures and the LFNY Credit Agreement, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company or any other Subsidiary of the Company, (b) make loans or advances to, or other Investments in, the Company or any other Subsidiary of the Company or (c) transfer any of its assets to the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreement, (ii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Datedate hereof, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, Subsidiary or (iv) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions Indentures and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (vi) customary provisions in leases and other contracts restricting the assignment thereofLFNY Credit Agreement.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company or the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Company, the Borrower or any other Subsidiary of the CompanyCompany or the Borrower, as the case may be, (b) make loans or advances to, or other Investments in, the Company or the Borrower or any other Subsidiary of the Company or the Borrower, as the case may be, or (c) transfer any of its assets to the Company or the Borrower or any other Subsidiary of the CompanyCompany or the Borrower, as the case may be, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents, (ii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, and (iii) any restrictions and conditions with respect under the Indentures applicable to a Person that is not a Significant Subsidiary on the Restatement Effective Date"Unrestricted Subsidiaries" thereunder, which restrictions and conditions are in existence at the time so long as such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (vi) customary provisions in leases and other contracts restricting the assignment thereofentities remain "Unrestricted Subsidiaries" thereunder.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower or of TWTC to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, TWTC, the Company Borrower or any other Subsidiary of the CompanyTWTC, (b) make loans or advances to, or other Investments in, TWTC, the Company Borrower or any other Subsidiary of the Company TWTC or (c) transfer any of its assets to TWTC, the Company Borrower or any other Subsidiary of the CompanyTWTC, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents, (ii) any restrictions existing under the High Yield Indentures on and as of the Closing Date (or any indenture governing any Refinancing of the Existing TWTC Senior Notes or the High Yield Notes or any indenture governing any Refinancing of any such refinancing Indebtedness) and (iii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (vi) customary provisions in leases and other contracts restricting the assignment thereof.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Subsidiary of the Company Borrower or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents, (ii) restrictions in effect on the Restatement Effective Date and listed on Schedule 7.14, (iii) in the case of clause (c) above, customary non-assignment clauses in leases and other contracts entered into in the ordinary course of business, (iv) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating with respect to secured Indebtedness permitted by this Agreement if a Subsidiary acquired pursuant to a Permitted Acquisition (provided that such restrictions were not entered into in contemplation of or in connection with such Permitted Acquisition) and conditions apply only restrictions with respect to the property or assets securing such Indebtedness, a Foreign Subsidiary arising under applicable law and (vi) customary provisions in leases and other contracts restricting consensual arrangements with insurance regulators with respect to the assignment thereofInsurance Subsidiary.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Subsidiary of the Company Borrower or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents, (ii) applicable law or any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all rule, regulation or substantially all of the Capital Stock or assets of such Significant Subsidiaryorder, (iii) customary non-assignment provisions or restrictions and conditions with respect to on cash or other deposits contained in any contract or any lease governing a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiaryleasehold interest of any Group Member, (iv) restrictions and conditions no more restrictive than those in on the Senior Note Indenturestransfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness sell assets or Capital Stock permitted by under this Agreement if to any Person pending the closing of such restrictions and conditions apply only to the property or assets securing such Indebtedness, and sale (vi) customary provisions in leases joint venture agreements and other contracts restricting similar agreements entered into by Holdings or one of its Subsidiaries (other than the assignment thereofBorrower or any of its Subsidiaries), in each case, relating solely to the respective joint venture or similar entity or the equity interests therein and entered into in the ordinary course of business, (vii) purchase money obligations (including any capitalized lease obligations) relating to property acquired in the ordinary course of business, or (viii) restrictions imposed under the LLC Operating Agreement, the EPE Charter and the EPE Shareholders Agreement, in each case, as in effect on the date hereof.

Clauses Restricting Subsidiary Distributions. Other than pursuant to Each of the Senior Note IndenturesBorrower and Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Subsidiary of the Company Borrower or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents and the Junior Lien Documents (provided, however, that any such restriction or limitation in any such other Junior Lien Document is not more onerous or restrictive than those contained in the Loan Documents) and (ii) any customary restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition of all or substantially all of the Capital Stock or assets of such Significant SubsidiarySubsidiary pending the closing of such Disposition, (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if so long as such restrictions and conditions apply only to the property Subsidiary that is to be sold (or whose assets securing are to be sold) and such Indebtedness, and (vi) customary provisions in leases and other contracts restricting the assignment thereofDisposition is otherwise permitted hereunder.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Subsidiary of the Company Borrower or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents, (ii) applicable law or any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all rule, regulation or substantially all of the Capital Stock or assets of such Significant Subsidiaryorder, (iii) customary non-assignment provisions or restrictions and conditions with respect to on cash or other deposits contained in any contract or any lease governing a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiaryleasehold interest of any Group Member, (iv) restrictions and conditions no more restrictive than those in on the Senior Note Indenturestransfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness sell assets or Capital Stock permitted by under this Agreement if to any Person pending the closing of such restrictions and conditions apply only to the property or assets securing such Indebtedness, and sale (vi) customary provisions in leases joint venture agreements and other contracts restricting similar agreements entered into by Holdings or one of its Subsidiaries (other than the assignment thereofBorrower or any of its Subsidiaries), in each case, relating solely to the respective joint venture or similar entity or the equity interests therein and entered into in the ordinary course of business, (vii) purchase money obligations (including any capitalized lease obligations) relating to property acquired in the ordinary course of business, or (viii) restrictions imposed under the LLC Operating Agreement, the EPE Charter and the EPE Shareholders Agreement, in each case, as in effect on the Closing Date.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower to (a) make Restricted Payments pay Dividends in respect of any Capital Stock Equity Ownership Interest of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Subsidiary of the Company Borrower or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents or applicable law, (ii) restrictions in (A) the First-Lien Loan Documents and (B) other restrictions in effect on the Effective Date and listed on Schedule 6.10, (iii) in the case of clause (c) above, customary non-assignment clauses in leases and other contracts entered into in the ordinary course of business, and restrictions in the Company Documents of non-Wholly-Owned Subsidiaries and Joint Ventures imposing restrictions on the transfers of the Equity Ownership Interests therein, (iv) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock Equity Ownership Interest or assets of such Significant Subsidiary, Subsidiary and (iiiv) any restrictions and conditions with respect to a Person that is not a Significant Special Purpose Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only pursuant to the property documents governing the related securitization or assets securing such Indebtedness, and (vi) customary provisions in leases and other contracts restricting the assignment thereoffinancing.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower or of TWTC to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, TWTC, the Company Borrower or any other Subsidiary of the CompanyTWTC, (b) make loans or advances to, or other Investments in, TWTC, the Company Borrower or any other Subsidiary of the Company TWTC or (c) transfer any of its assets to TWTC, the Company Borrower or any other Subsidiary of the CompanyTWTC, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents, (ii) any restrictions existing under the Indentures on and as of the Closing Date (or any indenture governing any Refinancing of the High Yield Notes or any indenture governing any Refinancing of any such refinancing Indebtedness), (iii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no any indenture or similar agreement governing any Permitted Notes (provided that any such limitations shall not be more restrictive than those the limitations set forth in the Senior Note Indentures, Loan Documents) and (v) restrictions and conditions imposed by any agreement relating to secured agreements governing any acquired Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (vi) customary provisions in leases and other contracts restricting the assignment thereofSection 7.2(i).

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower or any Guarantor to (a) make Restricted Payments in respect of any Capital Stock capital stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower, any Guarantor or any other Subsidiary of the CompanyBorrower or a Guarantor, (b) make loans or advances to, or other Investments in, the Company Borrower, any Guarantor or any other Subsidiary of the Company Borrower or a Guarantor or (c) transfer any of its assets to the Company Borrower, any Guarantor or any other Subsidiary of the CompanyBorrower or a Guarantor, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents, (ii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock capital stock or assets of such Significant Subsidiary, (iii) customary restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Dateassignment of leases, which restrictions licenses and conditions are in existence at the time such Person becomes a Significant Subsidiary other agreements, and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (vi) customary provisions in leases and other contracts restricting the assignment thereoffinanced thereby.

Clauses Restricting Subsidiary Distributions. Other than pursuant to Except for the Senior Note Indenturesagreements listed on Schedule 7.8, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Restricted Subsidiary of the Company Holdings to (a) make Restricted Payments in respect of any Capital Stock of such Significant Restricted Subsidiary held by, or pay any Indebtedness owed to, the Company Holdings or any other Restricted Subsidiary of the CompanyHoldings, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Restricted Subsidiary of the Company Holdings or (c) transfer any of its assets to the Company Holdings or any other Restricted Subsidiary of the CompanyHoldings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreement, (ii) any restrictions with respect to a Significant Restricted Subsidiary imposed pursuant to an agreement permitted hereunder that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets Assets of such Significant SubsidiaryRestricted Subsidiary (in which case, any restriction shall only be effective against such Capital Stock or Assets); (ii) any agreements with joint venture partners in connection with joint ventures permitted by this Agreement; (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are any agreement in existence effect at the time such any Person becomes a Significant Subsidiary and are of Holdings (including by way of merger or consolidation); provided that such agreement was not incurred in connection with, or entered into in contemplation of, of such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those solely in the Senior Note Indenturescase of clause (c) above, any agreement governing any purchase money Liens or capital lease obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to solely in the property or assets securing such Indebtednesscase of clause (c) above, and (vi) customary provisions in leases leases, licenses and other contracts restricting the assignment thereof.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower or Holdings to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower, Holdings or any other Subsidiary of the CompanyBorrower or Holdings, (b) make loans or advances to, or other Investments in, the Company Borrower, Holdings or any other Subsidiary of the Company Borrower, Holdings or (c) transfer any of its assets to the Company Borrower, Holdings or any other Subsidiary of the CompanyBorrower or Holdings, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents, (ii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all any of the Capital Stock or assets of any Subsidiary with regard to such Significant SubsidiaryCapital Stock or assets that are disposed of, (iii) customary restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Dateassignment or transfer of leases, licenses and other agreements, (iv) agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions and conditions are in existence only effective against the assets financed thereby, (v) agreements binding on a Subsidiary at the time such Person Subsidiary first becomes a Significant Subsidiary and are of the Borrower, so long as such agreements were not incurred in connection with, or entered into in contemplation of, of such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in Subsidiary of the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such IndebtednessBorrower, and (vi) customary provisions in leases and other contracts restricting the assignment thereoftransfer of any property subject to Liens permitted by Section 7.3.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Subsidiary of the Company Borrower or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents, (ii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) restrictions and conditions with respect to a Person any Subsidiary that is not a Significant Wholly Owned Subsidiary, restrictions contained in the formation documents of such Subsidiary (provided that in the case of any such Subsidiary in existence on the Restatement Effective Closing Date, which restrictions and conditions are the exception provided for in existence at this clause (iii) shall only be applicable with respect to the time formation documents of such Person becomes a Significant Subsidiary and are not incurred as in connection witheffect on July 9, 2010, or in contemplation of, the date of formation of such Person becoming Subsidiary if a Significant Subsidiarylater date), (iv) restrictions and conditions no more restrictive than those contained in the Senior Note Indentures, HUD Transaction Documents on the date hereof and (v) restrictions the 2010 Indenture and conditions imposed by any agreement relating to secured Indebtedness refinancing thereof permitted by this Agreement if Section 7.2(m); provided that the provisions of any such restrictions and conditions apply only refinancing that impose any encumbrance or restriction described in the foregoing clauses (a) through (c) are at least as favorable to the property or assets securing such Indebtedness, and (vi) customary provisions Secured Parties as those contained in leases and other contracts restricting the assignment thereof2010 Indenture.

Clauses Restricting Subsidiary Distributions. Other than pursuant to Each of the Senior Note IndenturesBorrower and Holdings will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Subsidiary of the Company Borrower or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for (x) such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreement, the Loan Documents and (ii) any customary restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the a Disposition of all or substantially all of the Capital Stock or assets of such Significant SubsidiarySubsidiary pending the closing of such Disposition, (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if so long as such restrictions and conditions apply only to the property Subsidiary that is to be sold (or whose assets securing are to be sold) and such Indebtedness, Disposition is otherwise permitted hereunder or (y) any restrictions on a Special Purpose Subsidiary that arise pursuant to the terms of any agreement entered into in connection with any Receivable Financing Transaction and (vi) customary provisions in leases and other contracts restricting the assignment thereofapply only to such Special Purpose Subsidiary.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Subsidiary of the Company Borrower or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents, (ii) restrictions in effect on the Closing Date and listed on Schedule 7.14, (iii) in the case of clause (c) above, customary non-assignment clauses in leases and other contracts entered into in the ordinary course of business, (iv) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating with respect to secured Indebtedness permitted by this Agreement if a Subsidiary acquired pursuant to a Permitted Acquisition (provided, that such restrictions were not entered into in contemplation of or in connection with such Permitted Acquisition) and conditions apply only restrictions with respect to the property or assets securing such Indebtednessa Foreign Subsidiary arising under applicable law, and (vi) customary provisions in leases consensual arrangements with insurance regulators with respect to the Insurance Subsidiary and other contracts restricting the assignment thereof.(vii) restrictions applicable to Foreign Subsidiaries arising with respect to Indebtedness of Foreign Subsidiaries permitted pursuant to Section 7.2. 7.15

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower to (a) make Restricted Payments pay Dividends in respect of any Capital Stock Equity Ownership Interest of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Subsidiary of the Company Borrower or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents or applicable law, (ii) restrictions in (A) the Second-Lien Loan Documents and (B) other restrictions in effect on the Effective Date and listed on Schedule 6.10, (iii) in the case of clause (c) above, customary non-assignment clauses in leases and other contracts entered into in the ordinary course of business, and restrictions in the Company Documents of non-Wholly-Owned Subsidiaries and Joint Ventures imposing restrictions on the transfers of the Equity Ownership Interests therein, (iv) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock Equity Ownership Interest or assets of such Significant Subsidiary, Subsidiary and (iiiv) any restrictions and conditions with respect to a Person that is not a Significant Special Purpose Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) restrictions and conditions no more restrictive than those in the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only pursuant to the property documents governing the related securitization or assets securing such Indebtedness, and (vi) customary provisions in leases and other contracts restricting the assignment thereoffinancing.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance encumbrances or restriction on the ability of any Significant Subsidiary subsidiary of the Company Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Subsidiary of the Company Borrower or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents and the Senior Subordinated Note Indenture, (ii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) customary restrictions regarding assignments of leases and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiarylicenses, (iv) provisions in Indebtedness of Foreign Subsidiaries permitted hereunder (so long as such provisions are applicable only to the relevant Foreign Subsidiaries) and (v) any restrictions and conditions no contained in Hedge Agreements with any Lender or any Affiliate of any Lender that are not materially more restrictive than those the comparable restrictions contained in the Senior Note Indentures, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness, and (vi) customary provisions in leases and other contracts restricting the assignment thereofLoan Documents.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Subsidiary of the Company Borrower or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents, (ii) applicable law or any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all rule, regulation or substantially all of the Capital Stock or assets of such Significant Subsidiaryorder, (iii) customary non-assignment provisions or restrictions and conditions with respect to on cash or other deposits contained in any contract or any lease governing a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiaryleasehold interest of any Group Member, (iv) restrictions and conditions no more restrictive than those in on the Senior Note Indenturestransfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness sell assets or Capital Stock permitted by under this Agreement if to any Person pending the closing of such restrictions and conditions apply only to the property or assets securing such Indebtedness, and sale (vi) customary provisions in leases joint venture agreements and other contracts restricting similar agreements entered into by Holdings or one of its Subsidiaries (other than the assignment thereofBorrower or any of its Subsidiaries), in each case, relating solely to the respective joint venture or similar entity or the equity interests therein and entered into in the ordinary course of business, or (vii) purchase money obligations (including any capitalized lease obligations) relating to property acquired in the ordinary course of business.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Subsidiary of the Company Borrower or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions set forth on Schedule 8.14 or existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreementthe Loan Documents, (ii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiaryapplicable law, (iv) restrictions and conditions no more restrictive than those in the Senior any Note IndenturesIndenture, (v) restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to customary provisions restricting the property or assets securing such Indebtednessassignment of rights under contracts, and (vi) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vii) purchase money obligations for Property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the Property so acquired, (viii) any agreement for the sale of a Subsidiary that restricts distributions by that Subsidiary pending its sale, (ix) restrictions on cash or other deposits or net worth imposed by customers under contracts restricting entered in the assignment thereofordinary course of business and (x) restrictions on rights to dispose of assets subject to Liens permitted under Section 8.3(e), 8.3(f), 8.3(g), 8.3(h), 8.3(i), 8.3(j), 8.3(k), 8.3(p) or 8.3(q).

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Subsidiary of the Company Borrower or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreement, the Loan Documents; (ii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, ; (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, applicable law; (iv) restrictions and conditions no more restrictive than those in customary provisions restricting the Senior Note Indentures, assignment of rights under contracts; (v) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, purchase money obligations for Property acquired in the ordinary course of business that impose restrictions and conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to of the property or assets securing such Indebtedness, and nature described in clause (c) above on the Property so acquired; (vi) customary provisions in leases any agreement for the sale of a Subsidiary that restricts distributions by that Subsidiary pending its sale; and other contracts restricting the assignment thereof(vii) restrictions on rights to dispose of assets subject to Liens permitted under Section 8.3.

Clauses Restricting Subsidiary Distributions. Other than pursuant to the Senior Note Indentures, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Significant Subsidiary of the Company Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Significant Subsidiary held by, or pay any Indebtedness owed to, the Company Borrower or any other Subsidiary of the CompanyBorrower, (b) make loans or advances to, or other Investments in, the Company Borrower or any other Subsidiary of the Company Borrower or (c) transfer any of its assets to the Company Borrower or any other Subsidiary of the CompanyBorrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions imposed by law, by any self-regulatory organizations or existing under this Agreement, the Loan Documents; (ii) any restrictions existing under the Senior Secured Notes Documents and any agreements governing any Priority Lien Debt or Parity Lien Debt (as defined in the Collateral Trust Agreement); (iii) any restrictions with respect to a Significant Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Significant Subsidiary, (iii) restrictions and conditions with respect to a Person that is not a Significant Subsidiary on the Restatement Effective Date, which restrictions and conditions are in existence at the time such Person becomes a Significant Subsidiary and are not incurred in connection with, or in contemplation of, such Person becoming a Significant Subsidiary, (iv) any restrictions by reason of customary provisions in joint venture agreements, leases, licenses and conditions no more restrictive than those similar agreements entered into in the Senior Note Indenturesordinary course of business consistent with past practice, (v) any restrictions and conditions imposed by agreements governing any agreement relating to secured Indebtedness purchase money Liens or Capital Lease Obligations otherwise permitted by this Agreement if such restrictions and conditions apply hereby (in which case, any prohibition or limitation shall only to be effective against the property assets financed thereby) or assets securing such Indebtedness, and (vi) any customary provisions restrictions existing in leases and other contracts restricting the assignment thereofdocumentation governing Subordinated Debt.