Common use of Limitation on Certain Restrictions Affecting Subsidiaries Clause in Contracts

Limitation on Certain Restrictions Affecting Subsidiaries. No Company (other than a Foreign Subsidiary) shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any direct or indirect encumbrance or restriction on the ability of such Company to (a) pay dividends or make any other distributions on such Company's Equity Interests or any other interest or participation in its profits owned by any other Company, or pay any Indebtedness or any other obligation owed to any other Company, (b) make Investments in or to any other Company, or (c) transfer any of its Property to any other Company. The foregoing shall not prohibit (i) any such encumbrances or restrictions existing under or by reason of (A) applicable law, (B) the Credit Documents, (C) the Subordinated Debt Documents as in effect on the Closing Date, (D) any Permitted Refinancing of the Subordinated Debt so long as such restriction in such Permitted Refinancing is not more disadvantageous to the Lenders or Borrower than the Subordinated Debt Documents as in effect on the Closing Date and (E) any agreement entered into by any Receivables Co. in connection with any Permitted Receivables Transaction, (ii) restrictions on the transfer of assets subject to a Permitted Lien, (iii) customary restrictions on subletting or assignment of any lease governing a leasehold interest of any Company, and (iv) with respect to restrictions described in clause (c) only, restrictions on the transfer of any Property subject to a Disposition permitted under this Agreement.

Limitation on Certain Restrictions Affecting Subsidiaries. No Company (other than a Foreign Subsidiary) shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any direct or indirect encumbrance or restriction on the ability of such Company to (a) pay dividends or make any other distributions on such Company's Equity Interests or any other interest or participation in its profits owned by any other Company, or pay any Indebtedness or any other obligation owed to any other Company, (b) make Investments in or to any other Company, or (c) transfer any of its Property to any other Company. The foregoing shall not prohibit (i) any such encumbrances or restrictions existing under or by reason of (A) applicable law, (B) the Credit Documents, (C) the Senior Subordinated Debt Notes Indenture as in effect on the Amendment and Restatement Date, (D) the Mezzanine Securities Documents as in effect on the Closing Date, Amendment and Restatement Date and (DE) any Permitted Refinancing of the Senior Subordinated Debt Notes Indenture or the Mezzanine Securities Documents so long as such restriction in such Permitted Refinancing is not more disadvantageous to the Lenders or Borrower than the Senior Subordinated Debt Documents Notes Indenture or the Mezzanine Securities Documents, as applicable, as in effect on the Closing Date Amendment and (E) any agreement entered into by any Receivables Co. in connection with any Permitted Receivables TransactionRestatement Date, (ii) restrictions on the transfer of assets subject to a Permitted LienLien permitted under Section 9.07, (iii) customary restrictions on subletting or assignment of any lease governing a leasehold interest of any Company, and (iv) with respect to restrictions described in clause (c) only, restrictions on the transfer of any Property subject to a Disposition permitted under this Agreement.

Limitation on Certain Restrictions Affecting Subsidiaries. No Company (other than a Foreign Subsidiary) shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any direct or indirect encumbrance or restriction on the ability of such Company any Subsidiary to (a) pay dividends or make any other distributions on such CompanySubsidiary's Equity Interests or any other interest or participation in its profits owned by any other Company, or pay any Indebtedness or any other obligation owed to any other Company, (b) make Investments in or to any other Company, or (c) transfer any of its Property to any other Company. The foregoing shall not prohibit (i) any such encumbrances or restrictions existing under or by reason of (Ax) applicable law, (By) the Credit Documents, Documents or (Cz) the Senior Subordinated Debt Notes Financing Documents as in effect on the Closing Datedate hereof, (D) the Additional Senior Subordinated Notes Documents, the Parent Refinanced Notes Documents, and any Permitted Refinancing of the Subordinated Debt any thereof so long as such restriction in such Additional Senior Subordinated Notes Documents, the Parent Refinanced Notes Documents or such Permitted Refinancing is not more disadvantageous to the Lenders Creditors or Borrower than the Senior Subordinated Debt Notes Financing Documents as in effect on the Closing Date and (E) any agreement entered into by any Receivables Co. in connection with any Permitted Receivables Transactiondate hereof, (ii) restrictions on the transfer of assets subject to a Permitted LienLien permitted under Section 9.07, (iii) customary restrictions on subletting or assignment of any lease governing a leasehold interest of any Company, and (iv) with respect to restrictions described in clause (c) only, restrictions on the transfer of any Property subject to a Disposition permitted under this Agreement.

Limitation on Certain Restrictions Affecting Subsidiaries. No Company (other than a Foreign Subsidiary) shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any direct or indirect encumbrance or restriction on the ability of such Company any Subsidiary to (a) pay dividends or make any other distributions on such CompanySubsidiary's Equity Interests or any other interest or participation in its profits owned by any other Company, or pay any Indebtedness or any other obligation owed to any other Company, (b) make Investments in or to any other Company, or (c) transfer any of its Property to any other Company. The foregoing , except that each of the following shall not prohibit be permitted: (i) any such encumbrances or restrictions existing on the Effective Date and described on SCHEDULE 9.19 or existing under or by reason of (Aw) applicable lawany Organic Document of any Qualified Joint Venture, (Bx) any Requirement of Law, (y) the Credit Documents, Documents or (Cz) the Subordinated Debt Existing Indenture or the Unsecured Note Documents as in effect on the Closing Date, (D) and any Permitted Refinancing of the Subordinated Debt any thereof so long as such restriction in such or such Permitted Refinancing is not more disadvantageous to the Lenders Creditors or Borrower than the Subordinated Debt Existing Indenture or the Unsecured Note Documents (as in effect on the Closing Date and (E) any agreement entered into by any Receivables Co. in connection with any Permitted Receivables Transactioncase may be), (ii) restrictions on the transfer of assets Property subject to a Permitted Lien, (iii) customary restrictions on subletting or assignment of any lease governing a leasehold interest of any Company, and (iv) with respect to restrictions described in clause (c) only, restrictions on the transfer of any Property subject to a Disposition permitted under this Agreement.

Limitation on Certain Restrictions Affecting Subsidiaries. No Company (other than a Foreign Subsidiary) shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any direct or indirect encumbrance or restriction on the ability of such Company to (a) pay dividends or make any other distributions on such Company's Equity Interests or any other interest or participation in its profits owned by any other Company, or pay any Indebtedness or any other obligation owed to any other Company, (b) make Investments in or to any other Company, or (c) transfer any of its Property to any other Company. The foregoing shall not prohibit (i) any such encumbrances or restrictions existing under or by reason of (A) applicable law, (B) the Credit Documents, (C) the Subordinated Debt Documents or the Holdings Notes Indenture as in effect on the Closing Date, (D) any Permitted Refinancing of the Subordinated Debt Holdings Notes so long as such restriction in such Permitted Refinancing is not more disadvantageous to the Lenders or Borrower than the Subordinated Debt Documents Holdings Notes Indenture as in effect on the Closing Date and (E) any agreement entered into by any Receivables Co. in connection with any Permitted Receivables Transaction, (ii) restrictions on the transfer of assets subject to a Permitted Lien, (iii) customary restrictions on subletting or assignment of any lease governing a leasehold interest of any Company, and (iv) with respect to restrictions described in clause (c) only, restrictions on the transfer of any Property subject to a Disposition permitted under this Agreement.

Limitation on Certain Restrictions Affecting Subsidiaries. No Company (other than a Foreign Subsidiary) shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any direct or indirect encumbrance or restriction on the ability of such Company to (a) pay dividends or make any other distributions on such Company's Equity Interests or any other interest or participation in its profits owned by any other Company, or pay any Indebtedness or any other obligation owed to any other Company, (b) make Investments in or to any other Company, or (c) transfer any of its Property to any other Company. The foregoing shall not prohibit (i) any such encumbrances or restrictions existing under or by reason of (A) applicable law, (B) the Credit Documents, (C) the Subordinated Investor Debt Securities Documents as in effect on the Closing Datedate hereof, (D) the Existing Notes Indenture as in effect on the date hereof and (E) any Permitted Refinancing of the Subordinated Investor Debt Securities Documents or the Existing Notes Indenture so long as such restriction in such Permitted Refinancing is not more disadvantageous to the Lenders or Borrower than the Subordinated Investor Debt Securities Documents or Existing Notes Indenture, as applicable, as in effect on the Closing Date and (E) any agreement entered into by any Receivables Co. in connection with any Permitted Receivables Transactiondate hereof, (ii) restrictions on the transfer of assets subject to a Permitted LienLien permitted under Section 9.07, (iii) customary restrictions on subletting or assignment of any lease governing a leasehold interest of any Company, and (iv) with respect to restrictions described in clause (c) only, restrictions on the transfer of any Property subject to a Disposition permitted under this Agreement.

Limitation on Certain Restrictions Affecting Subsidiaries. No --------------------------------------------------------- Company (other than a Foreign Subsidiary) shall, directly or indirectly, create or otherwise cause or suffer to exist or become effective any direct or indirect encumbrance or restriction on the ability of such Company any Subsidiary to (a) pay dividends or make any other distributions on such CompanySubsidiary's Equity Interests or any other interest or participation in its profits owned by any other Company, or pay any Indebtedness or any other obligation owed to any other Company, (b) make Investments in or to any other Company, or (c) transfer any of its Property to any other Company. The foregoing shall not prohibit (i) any , except for such encumbrances or restrictions existing under or by reason of (Ai) applicable law, (Bii) the Credit Documents, (Ciii) the Subordinated Debt Documents as in effect on the Closing Date, (D) any Permitted Refinancing of the Subordinated Debt so long as such restriction in such Permitted Refinancing is not more disadvantageous restrictions with respect to the Lenders or Borrower than the Subordinated Debt Documents as in effect on the Closing Date and (E) any agreement entered into by any Receivables Co. in connection with any Permitted Receivables Transaction, (ii) restrictions on the transfer of those assets subject to a Permitted LienLien permitted under Section 9.07, (iiiiv) customary restrictions on provisions restricting subletting or assignment of any lease governing a leasehold interest of any Company, and (ivv) with respect to restrictions described in clause (c) only, restrictions on the transfer of in any Property subject agreement relating to a any Disposition which is permitted under this Agreement, and (vi) the Subordinated Note Documents as in effect on the date hereof and any Permitted Refinancing thereof so long as such restriction in such refinancing is not more disadvantageous to the Lenders or any Company than the Subordinated Note Documents as in effect on the Closing Date.