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

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. Except for limitations contained in the Revolving Credit Agreement, Borrower will not, and will not cause or permit any Consolidated Subsidiary (excluding any Strategic Investee Subsidiary) to, directly or indirectly, create or otherwise cause or suffer to exist, or enter into any agreement with any Person that would cause to become effective, any consensual encumbrance or restriction of any kind, on the ability of any such Consolidated Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distribution on or in respect of its capital stock or any other interest or participation in, or measured by, its profits, to Borrower or any other Subsidiary, (b) pay any Indebtedness owed to Borrower or any other Subsidiary, (c) make loans or advances to, or guarantee any Indebtedness or other obligations of, Borrower or any other Subsidiary or (d) transfer any of its property or assets to Borrower or any other Subsidiary, except any encumbrance or restriction (i) existing under any agreement governing the terms of or otherwise arising as a result of purchase money Indebtedness for equipment or other goods acquired in the ordinary course of business that only imposes encumbrances and restrictions on the goods so acquired; (ii) contained in any agreement for the sale or disposition of the capital stock of or other equity interest in, or assets of, any Subsidiary; provided, however, that such encumbrances and restrictions described in this clause (ii) are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 7.10. to the extent applicable thereto; or (iii) existing under any agreement that refinances or replaces the agreements containing the encumbrance or restrictions in the foregoing clause (i); provided, however, that the terms and conditions of any such restrictions permitted under this clause (iii) are not materially less favorable to Lenders than those under or pursuant to the agreement evidencing the Indebtedness refinanced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. Except for limitations contained in the Revolving Credit Agreement, Borrower The Company will not, and will not cause or permit any Consolidated Subsidiary (excluding any Strategic Investee Subsidiary) of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist, exist or enter into become effective any agreement with any Person that would cause to become effective, any consensual encumbrance encumbrances or restriction of any kind, restrictions on the ability of any such Consolidated Subsidiary to (ai) pay dividends, in cash or otherwise, dividends or make any other distribution on distributions to the Company or in respect any of its capital stock Subsidiaries (A) on such Subsidiary's Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, to Borrower or any other Subsidiary, (b) pay any Indebtedness owed to Borrower the Company or any other Subsidiary, of its Subsidiaries; (cii) make loans or advances to, or guarantee any Indebtedness or other obligations of, Borrower to the Company or any other Subsidiary of its Subsidiaries; or (diii) transfer any of its property properties or assets to Borrower the Company or any other Subsidiaryof its Subsidiaries, except any encumbrance for such encumbrances or restriction (i) restrictions existing under or by reason of (a) applicable law, (b) this Indenture and Notes, (c) customary non-assignment provisions of any agreement contract or any lease governing a leasehold interest of any Subsidiary of the terms of or otherwise arising as a result of purchase money Indebtedness for equipment or other goods acquired in the ordinary course of business that only imposes encumbrances and restrictions Company, (d) agreements existing on the goods so acquired; (ii) contained in any agreement for the sale or disposition of the capital stock of or other equity interest in, or assets of, any Subsidiary; provided, however, that such encumbrances and restrictions described in this clause (ii) are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 7.10. Issue Date to the extent applicable thereto; and in the manner such agreements are in effect on the Issue Date, or (iiie) existing under any an agreement that refinances governing Indebtedness incurred to refinance the Indebtedness issued, assumed or replaces the agreements containing the encumbrance or restrictions incurred pursuant to an agreement referred to in the foregoing clause immediately preceding clauses (i)b) or (d) above; provided, however, that the terms and conditions of provisions relating to such encumbrance or restriction contained in any such restrictions permitted under this clause (iii) Indebtedness are not materially no less favorable to Lenders the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than those under the provisions relating to such encumbrance or pursuant restriction contained in agreements referred to the agreement evidencing the Indebtedness refinancedin such clauses (b) or (d).

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. Except for limitations contained in Neither the Revolving Credit Agreement, Borrower will not, and will not cause or permit Company nor any Consolidated Subsidiary (excluding any Strategic Investee Subsidiary) toof its Subsidiaries will, directly or indirectly, create or otherwise cause create, assume or suffer to exist, or enter into any agreement with any Person that would cause to become effective, exist any consensual encumbrance or restriction of any kind, on the ability of any such Consolidated Subsidiary to (a) pay dividends, in cash dividends or otherwisemake other distributions to, or make to pay any other distribution on or obligation (including, without limitation, in respect of its capital stock or any other interest or participation inthe Guarantee) to, or measured by, its profits, to Borrower otherwise transfer assets or any other Subsidiary, (b) make or pay any Indebtedness owed to Borrower or any other Subsidiary, (c) make loans or advances to, the Company or guarantee any Indebtedness or other obligations of, Borrower or any other Subsidiary or (d) transfer any of its property or assets to Borrower or any other SubsidiarySubsidiaries, except (a) reasonable and customary provisions restricting subletting or assignment of any encumbrance or restriction (i) existing under any agreement governing the terms of or otherwise arising as a result of purchase money Indebtedness for equipment or other goods acquired lease entered into in the ordinary course of business, consistent with industry practices, (b) restrictions imposed by applicable law, (c) restrictions under any Acquired Indebtedness or any agreement relating to any property, asset or business that only imposes encumbrances acquired by the Company or any of its Subsidiaries, which restrictions existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and restrictions on are not applicable to any person, other than the goods person acquired or to any property, asset or business other than the property, asset and business so acquired; , (iid) contained in any restrictions with respect solely to a Subsidiary of the Company imposed pursuant to a binding agreement (subject only to reasonable and customary closing conditions and termination provisions) that has been entered into for the sale or disposition of all or substantially all of the capital stock of or other equity interest in, Capital or assets ofto be sold of such Subsidiary, any provided such restrictions apply solely to the Capital or assets to be sold of such Subsidiary; provided, however, that such encumbrances and restrictions described in this clause (ii) are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made permitted under Section 4.14, (e) reasonable and customary restrictions on transfers of all collateral imposed in compliance connection with Section 7.10. Liens securing Indebtedness, to the extent applicable thereto; or such Liens are permitted by Section 4.13 and to the extent such Indebtedness is permitted by Section 4.11, and (iiif) existing under any agreement that refinances or replaces the agreements containing the encumbrance or replacements of restrictions in the foregoing imposed pursuant to clause (i); provided, however, that the terms c) and conditions of any such restrictions permitted under this clause (iiif) that are not materially less favorable to Lenders more restrictive than those under being replaced and do not apply to any additional property or pursuant to the agreement evidencing the Indebtedness refinancedassets.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. Except for limitations contained in the Revolving Credit Term Loan Agreement, Borrower will not, and will not cause or permit any Consolidated Subsidiary (excluding any Strategic Investee Subsidiary) to, directly or indirectly, create or otherwise cause or suffer to exist, or enter into any agreement with any Person that would cause to become effective, any consensual encumbrance or restriction of any kind, on the ability of any such Consolidated Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distribution on or in respect of its capital stock or any other interest or participation in, or measured by, its profits, to Borrower or any other Subsidiary, (b) pay any Indebtedness owed to Borrower or any other Subsidiary, (c) make loans or advances to, or guarantee any Indebtedness or other obligations of, Borrower or any other Subsidiary or (d) transfer any of its property or assets to Borrower or any other Subsidiary, except any encumbrance or restriction (i) existing under any agreement governing the terms of or otherwise arising as a result of purchase money Indebtedness for equipment or other goods acquired in the ordinary course of business that only imposes encumbrances and restrictions on the goods so acquired; (ii) contained in any agreement for the sale or disposition of the capital stock of or other equity interest in, or assets of, any Subsidiary; provided, however, that such encumbrances and restrictions described in this clause (ii) are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 7.10. to the extent applicable thereto; or (iii) existing under any agreement that refinances or replaces the agreements containing the encumbrance or restrictions in the foregoing clause (i); provided, however, that the terms and conditions of any such restrictions permitted under this clause (iii) are not materially less favorable to Lenders than those under or pursuant to the agreement evidencing the Indebtedness refinanced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. Except for limitations contained in the Revolving Credit Agreement, Borrower The Company will not, and will not cause or permit any Consolidated Subsidiary (excluding any Strategic Investee Subsidiary) of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist, exist or enter into become effective any agreement with any Person that would cause to become effective, any consensual encumbrance encumbrances or restriction of any kind, restrictions on the ability of any such Consolidated Subsidiary to (ai) pay dividends, in cash or otherwise, dividends or make any other distribution on distributions to the Company or in respect any of its capital stock Subsidiaries (A) on such Subsidiary's Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, to Borrower or any other Subsidiary, (b) pay any Indebtedness owed to Borrower the Company or any other Subsidiary, of its Subsidiaries; (cii) make loans or advances to, or guarantee any Indebtedness or other obligations of, Borrower to the Company or any other Subsidiary of its Subsidiaries; or (diii) transfer any of its property properties or assets to Borrower the Company or any other Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) applicable law, (b) this Indenture and Notes, (c) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Subsidiary of the Company, (d) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, or (e) an agreement governing Indebtedness incurred to refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in the immediately preceding clauses (b) or (d) above; PROVIDED, HOWEVER, that the provisions relating to such encumbrance or restriction (i) existing under any agreement governing the terms of or otherwise arising as a result of purchase money Indebtedness for equipment or other goods acquired in the ordinary course of business that only imposes encumbrances and restrictions on the goods so acquired; (ii) contained in any agreement for the sale or disposition of the capital stock of or other equity interest in, or assets of, any Subsidiary; provided, however, that such encumbrances and restrictions described in this clause (ii) Indebtedness are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 7.10. to the extent applicable thereto; or (iii) existing under any agreement that refinances or replaces the agreements containing the encumbrance or restrictions in the foregoing clause (i); provided, however, that the terms and conditions of any such restrictions permitted under this clause (iii) are not materially no less favorable to Lenders the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than those under the provisions relating to such encumbrance or pursuant restriction contained in agreements referred to the agreement evidencing the Indebtedness refinancedin such clauses (b) or (d).

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. Except for limitations contained in the Revolving Credit Agreement, Borrower The Company will not, and will not cause or permit any Consolidated Subsidiary (excluding any Strategic Investee Subsidiary) of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist, exist or enter into become effective any agreement with any Person that would cause to become effective, any consensual encumbrance or restriction of any kind, on the ability of any such Consolidated Subsidiary of the Company to (a) pay dividends, in cash or otherwise, dividends or make any other distribution distributions on or in respect of its capital stock or any other interest or participation in, or measured by, its profits, to Borrower or any other Subsidiary, Capital Stock; (b) pay any Indebtedness owed to Borrower or any other Subsidiary, (c) make loans or advances to, or guarantee to pay any Indebtedness or other obligations of, Borrower obligation owed to the Company or any other Subsidiary of the Company; or (dc) transfer any of its property or assets to Borrower the Company or any other SubsidiarySubsidiary of the Company, except any encumbrance for such encumbrances or restriction (i) restrictions existing under or by reason of: (1) applicable law; (2) the Indenture; (3) customary non-assignment provisions of any agreement contract or any lease governing a leasehold interest of any Subsidiary of the terms of or otherwise arising as a result of Company; (4) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (5) purchase money Indebtedness obligations for equipment or other goods property acquired in the ordinary course of business that only imposes encumbrances and impose restrictions of the nature described in clause (c) above on the goods property so acquired; or (ii6) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2) or (4) above; PROVIDED, HOWEVER, that the provisions relating to such encumbrance or restriction contained in any agreement for the sale or disposition of the capital stock of or other equity interest in, or assets of, any Subsidiary; provided, however, that such encumbrances and restrictions described in this clause (ii) Indebtedness are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 7.10. to the extent applicable thereto; or (iii) existing under any agreement that refinances or replaces the agreements containing the encumbrance or restrictions in the foregoing clause (i); provided, however, that the terms and conditions of any such restrictions permitted under this clause (iii) are not materially no less favorable to Lenders the Company in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than those under the provisions relating to such encumbrance or pursuant restriction contained in agreements referred to the agreement evidencing the Indebtedness refinancedin such clause (2) or (4).

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. Except for limitations contained in the Revolving Credit Agreement, Borrower The Issuer will not, and will not cause or permit any Consolidated Subsidiary (excluding any Strategic Investee Subsidiary) of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist, exist or enter into become effective any agreement with any Person that would cause to become effective, any consensual encumbrance or restriction of any kind, on the ability of any such Consolidated Subsidiary to to: (ai) pay dividends, in cash or otherwise, dividends or make any other distribution on distributions to the Issuer or in respect any of its capital stock Subsidiaries (x) on its Capital Stock or (y) with respect to any other interest or participation in, or measured by, its profits, to Borrower or any other Subsidiary, , (bii) pay any Indebtedness owed to Borrower the Issuer or any other Subsidiary, of its Subsidiaries; (ciii) make loans or advances to, or guarantee any Indebtedness or other obligations of, Borrower to the issuer or any other Subsidiary or of its Subsidiaries; or (div) transfer any of its properties or assets to the Issuer or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reasons of (1) Existing Indebtedness as in effect on the Issue Date, (2) the Working Capital Credit Agreement as in effect as of the Issue Date, (3) this Indenture and the Bonds, (4) applicable law, (5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer or any of its Subsidiaries as in effect at the nine of such acquisition (except to the extent such Indebtedness was incurred in connection with such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets to Borrower or any other Subsidiaryof the Person, except any encumbrance or restriction (i) existing under any agreement governing so acquired, provided that the Consolidated Cash Flow of such Person is not taken into account in determining whether such acquisition was permitted by the terms of or otherwise arising as a result this Indenture, (6) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (7) with respect to clause (iii) above, purchase money Indebtedness obligations for equipment or other goods property acquired in the ordinary course of business business, (8) permitted Refinancing Indebtedness, provided that only imposes encumbrances and the restrictions on the goods so acquired; (ii) contained in any agreement for the sale or disposition of agreements governing such Refinancing Indebtedness are no more restrictive than those contained in the capital stock of or other equity interest inagreements governing the Indebtedness being refinanced, or assets of, (9) restrictions imposed on any Subsidiary; provided, however, that such encumbrances and restrictions described in this clause (ii) are only applicable to such Non-Recourse Subsidiary or assets, as applicable, and by any such sale or disposition is made in compliance with Section 7.10. to the extent applicable thereto; or (iii) existing under any agreement that refinances or replaces the agreements containing the encumbrance or restrictions in the foregoing clause (i); provided, however, that the terms and conditions of any such restrictions permitted under this clause (iii) are not materially less favorable to Lenders than those under or pursuant to the agreement evidencing the Indebtedness refinancedNon-Recourse Debt.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. Except for limitations contained in the Revolving Credit Agreement, Borrower The Company will not, and will not cause or permit any Consolidated Subsidiary (excluding any Strategic Investee Subsidiary) of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist, exist or enter into become effective any agreement with any Person that would cause to become effective, any consensual encumbrance or restriction of any kind, on the ability of any such Consolidated Restricted Subsidiary of the Company to (ai) pay dividends, in cash or otherwise, dividends or make any other distribution distributions to the Company or any other Restricted Subsidiary of the Company on its Capital Stock or in with respect of its capital stock or to any other interest or participation in, or measured by, its profits, to Borrower or any other Subsidiary, (b) pay any Indebtedness owed to Borrower the Company or any other SubsidiaryRestricted Subsidiary of the Company, (cii) make loans or advances to, or guarantee any Indebtedness or other obligations of, Borrower to the Company or any other Restricted Subsidiary of the Company, or (diii) transfer any of its property properties or assets to Borrower the Company or any other SubsidiaryRestricted Subsidiary of the Company, except any encumbrance for such encumbrances or restriction (i) restrictions existing on the Issue Date or otherwise existing under or by reason of (a) the Senior Credit Facilities, and any agreement amendments, restatements, renewals, replacements or refinancings thereof, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person acquired by the terms Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with such acquisition); provided that such restriction is not applicable to any Person, or otherwise arising as a result the properties or assets of purchase money Indebtedness for equipment or any Person, other goods acquired than the Acquired Person, (d) customary non-assignment provisions in leases entered into in the ordinary course of business business, (e) purchase money Indebtedness or Capital Lease Obligations that only imposes encumbrances and impose restrictions on the goods property so acquired; acquired (iiand proceeds generated therefrom), (f) contained in any an agreement for the sale or disposition of the capital stock of or other equity interest in, Capital Stock or assets of, any of such Restricted Subsidiary; provided, however, provided that such encumbrances and restrictions described in this clause (ii) are restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and any such sale or disposition otherwise is made permitted under Section 4.14; and provided, further, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 365 days after such execution and delivery, (g) customary provisions in compliance leases, licenses, shareholder agreements, joint venture agreements, organizational documents and other similar agreements and instruments, (h) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under an agreement entered into the ordinary course of business or consistent with Section 7.10. past practices, (i) any encumbrance or restriction pursuant to Hedging Obligations, (j) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred or issued subsequent to the extent applicable thereto; Issue Date pursuant to Section 4.07 that impose restrictions solely on the Foreign Subsidiaries party thereto or their Subsidiaries, (iiik) existing under any agreement that refinances or replaces the agreements containing the encumbrance or restriction arising pursuant to an agreement or instrument, which, if it relates to any Indebtedness, shall only be permitted if such Indebtedness is permitted to be incurred pursuant to Section 4.07 if the encumbrances and restrictions contained in the foregoing clause any such agreement or instrument taken as a whole (i); provided, however, that the terms and conditions of any such restrictions permitted under this clause (iii) are not materially less favorable to Lenders the Holders than the encumbrances and restrictions contained in the Senior Credit Facilities existing on the Issue Date, together with the security documents associated therewith as in effect on the Issue Date or (ii) either (a) the Company determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Company’s ability to make principal or interest payments on the Notes or (b) such encumbrance or restriction applies only during the continuance of a default relating to such agreement or instrument, (l) any encumbrance or restriction existing by reason of any lien permitted under Section 4.09, (m) restrictions created in connection with any Qualified Securitization Financing or Receivables Facility that, in the good faith determination of the Company, are necessary or advisable to effect such Securitization Facility or Receivables Facility; and (n) Refinancing Indebtedness permitted under this Indenture; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are not materially more restrictive in the aggregate than those under or pursuant to contained in the agreement evidencing agreements governing the Indebtedness refinancedbeing refinanced immediately prior to such refinancing.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. Except for limitations contained in the Revolving Credit Agreement, Borrower The Company will not, and will not cause or permit any Consolidated Subsidiary (excluding any Strategic Investee Subsidiary) of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist, exist or enter into become effective any agreement with any Person that would cause to become effective, any consensual encumbrance or restriction of any kind, on the ability of any such Consolidated Subsidiary of the Company to (a) pay dividends, in cash or otherwise, or make any other distribution distributions on or in respect of its capital stock Capital Stock or any other interest or participation in, or measured by, its profits, to Borrower or any other Subsidiary, (b) pay any Indebtedness owed to Borrower the Company or any other SubsidiarySubsidiary of the Company, (c) make loans or advances to, or guarantee any Indebtedness or other obligations ofInvestment in, Borrower the Company or any other Subsidiary or of the Company, (d) transfer any of its properties or assets to the Company or any other Subsidiary of the Company or (e) guarantee any Indebtedness of the Company or any other Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Subsidiary of the Company, (iii) customary restrictions on transfers of property subject to a Lien permitted under this Indenture, (iv) any agreement or other instrument of a person acquired by the Company or any Subsidiary of the Company (or a Subsidiary of such person) in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person, or the properties or assets of the person, so acquired, (v) provisions contained in agreements or instruments relating to Indebtedness which prohibit the transfer of all or substantially all of the assets of the obligor thereunder unless the transferee shall assume the obligations of the obligor under such agreement or instrument, (vi) any such encumbrance or restriction existing on the Issue Date in this Indenture or any other agreements in effect on the Issue Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; and (vii) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if the encumbrance or restriction applies only in the event of a default with respect to a financial covenant contained in such Indebtedness or agreement and such encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financing (as determined by the Company) and the Company determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes. Nothing contained in this Section 4.15 shall prevent the Company or any Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.11 or (2) restricting the sale or other disposition of property or assets to Borrower of the Company or any other Subsidiary, except any encumbrance or restriction (i) existing under any agreement governing the terms of or otherwise arising as a result of purchase money its Subsidiaries that secure Indebtedness for equipment or other goods acquired in the ordinary course of business that only imposes encumbrances and restrictions on the goods so acquired; (ii) contained in any agreement for the sale or disposition of the capital stock Company or any of or other equity interest in, or assets of, any Subsidiary; provided, however, that such encumbrances and restrictions described in this clause (ii) are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 7.10. to the extent applicable thereto; or (iii) existing under any agreement that refinances or replaces the agreements containing the encumbrance or restrictions in the foregoing clause (i); provided, however, that the terms and conditions of any such restrictions permitted under this clause (iii) are not materially less favorable to Lenders than those under or pursuant to the agreement evidencing the Indebtedness refinancedits Subsidiaries.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. Except for limitations contained in The Company and the Revolving Credit Agreement, Borrower Guarantors will not, and will not cause or permit any Consolidated Subsidiary (excluding any Strategic Investee Subsidiary) of their Restricted Subsidiaries to, directly or indirectly, create or otherwise cause create, assume or suffer to exist, or enter into any agreement with any Person that would cause to become effective, exist any consensual encumbrance or restriction of any kind, on the ability of any such Consolidated Restricted Subsidiary of the Company to (a) pay dividendsdividends or make other distributions to or on behalf of, in cash or otherwiseto pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make any other distribution on or in respect of its capital stock or any other interest or participation in, or measured by, its profits, to Borrower or any other Subsidiary, (b) pay any Indebtedness owed to Borrower or any other Subsidiary, (c) make loans or advances toto or on behalf of, the Company, or guarantee any Restricted Subsidiary of the Company, except (i) restrictions imposed by the Notes or herein, (ii) restrictions imposed by applicable law, (iii) existing restrictions under Indebtedness or other obligations ofoutstanding on the Issue Date, Borrower (iv) restrictions under any Acquired Indebtedness not incurred in violation of the Indenture or any other Subsidiary agreement relating to any property, asset, or (d) transfer business acquired by the Company or any of its property Restricted Subsidiaries, which restrictions, in each case, existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than the Person acquired, or to any property, asset or business, other than the property, assets to Borrower or any other Subsidiary, except any encumbrance or restriction (i) existing under any agreement governing the terms of or otherwise arising as a result of purchase money Indebtedness for equipment or other goods acquired in the ordinary course of and business that only imposes encumbrances and restrictions on the goods so acquired; , (v) any such restriction or requirement imposed by Indebtedness incurred under clause (ii) contained in any of the definition of "Permitted Indebtedness," provided such restriction or requirement is no more restrictive than that imposed by the Credit Agreement as of the Issue Date, (vi) restrictions with respect solely to a Restricted Subsidiary of the Company imposed pursuant to a binding agreement that has been entered into for the sale or disposition of all or substantially all of the capital stock of or other equity interest in, Equity Interests or assets ofof such Restricted Subsidiary, any Subsidiary; provided, however, that provided such encumbrances and restrictions described in this clause (ii) are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 7.10. apply solely to the extent applicable thereto; or (iii) existing under any agreement that refinances or replaces the agreements containing the encumbrance or restrictions in the foregoing clause (i); provided, however, that the terms and conditions of any such restrictions permitted under this clause (iii) are not materially less favorable to Lenders than those under or pursuant to the agreement evidencing the Indebtedness refinanced.Equity

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. Except for limitations contained in the Revolving Credit Agreement, Borrower The Company will not, and will not cause or permit any Consolidated Subsidiary (excluding any Strategic Investee Subsidiary) of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist, exist or enter into become effective any agreement with any Person that would cause to become effective, any consensual encumbrance encumbrances or restriction of any kind, restrictions on the ability of any such Consolidated Subsidiary to (ai) pay dividends, in cash or otherwise, dividends or make any other distribution on distributions to the Company or in respect any of its capital stock Subsidiaries (A) on such Subsidiary’s Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, to Borrower or any other Subsidiary, (b) pay any Indebtedness owed to Borrower the Company or any other Subsidiary, of its Subsidiaries; or (cii) make loans or advances to, or guarantee any Indebtedness or other obligations of, Borrower to the Company or any other Subsidiary of its Subsidiaries; or (diii) transfer any of its property properties or assets to Borrower the Company or any other Subsidiaryof its Subsidiaries, except any encumbrance for such encumbrances or restriction (i) restrictions existing under or by reason of (a) applicable law, (b) this Indenture, the Notes and the Senior Credit Facility and any agreement related documents, (c) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Subsidiary of the terms of or otherwise arising as a result of purchase money Indebtedness for equipment or other goods acquired in the ordinary course of business that only imposes encumbrances and restrictions Company, (d) agreements existing on the goods so acquired; (ii) contained in any agreement for the sale or disposition of the capital stock of or other equity interest in, or assets of, any Subsidiary; provided, however, that such encumbrances and restrictions described in this clause (ii) are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 7.10. Issue Date to the extent applicable thereto; and in the manner such agreements are in effect on the Issue Date, or (iiie) existing under any an agreement that refinances governing Indebtedness incurred to refinance the Indebtedness issued, assumed or replaces the agreements containing the encumbrance or restrictions incurred pursuant to an agreement referred to in the foregoing clause immediately preceding clauses (i)b) or (d) above; provided, however, that the terms and conditions of provisions relating to such encumbrance or restriction contained in any such restrictions permitted under this clause (iii) Indebtedness are not materially no less favorable to Lenders the Company in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than those under the provisions relating to such encumbrance or pursuant restriction contained in agreements referred to the agreement evidencing the Indebtedness refinancedin such clauses (b) or (d).