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

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of the Company to (a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness owed to the Company or any other Subsidiary of the Company, (c) make loans or advances to, or any other Investment in, the Company or any other Subsidiary 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 which could not materially adversely affect the Company's ability to satisfy its obligations under this Indenture and the Securities, (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 and (vi) encumbrances and restrictions under the Credit Agreements and other Senior Indebtedness and Guarantor Senior Indebtedness in effect on the Issue Date and encumbrances and restrictions in permitted refinancings or replacements thereof which are no less favorable to the Holders of the Securities than those contained in the Senior Indebtedness and Guarantor Senior Indebtedness so refinanced or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to: (ai) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock to the Company or any other interest a Restricted Subsidiary; (ii) make loans or participation in, advances or measured by, its profits, (b) to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company, ; or (c) make loans or advances to, or any other Investment in, the Company or any other Subsidiary of the Company, (diii) transfer any of its properties property or assets to the Company or any other Subsidiary of the Company or (e) guarantee any Indebtedness of the Company or any other Restricted Subsidiary of the Company, except for such . (b) Section 4.13(a) shall not apply to encumbrances or restrictions existing under or by reason of of: (i) applicable law, rule, regulation or order (including agreements with regulatory authorities); (ii) this Indenture, including any Guarantee; (iii) customary net worth, restrictions on cash or other deposits and non-assignment provisions of any contract lease, license 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 which could not materially adversely affect the Company's ability to satisfy its obligations under this Indenture and the Securities, other contract; (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)governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any personPerson, or the properties or assets of any personPerson, other than the personPerson or the properties or assets of the Person so acquired; (v) any agreement or other instrument of a Person acquired by the Company or a Restricted Subsidiary of the Company 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, Person or the property or assets of the Person so acquired, so long as the agreement containing the restriction does not violate any other provision of this Indenture; (vvi) agreements existing on the Issue Date (including, without limitation, the Credit Agreement) to the extent and in the manner such agreements are in effect on the Issue Date; (vii) secured Indebtedness otherwise permitted to be incurred pursuant to the provisions contained of Sections 4.12 and 4.18 of this Indenture that limit the right of the debtor to dispose of the assets securing such Indebtedness; (viii) Purchase Money Indebtedness for property acquired in agreements the ordinary course of business that imposes encumbrances or instruments relating restrictions of the nature described in Section 4.13(a)(iii); (ix) customary restrictions with respect to Indebtedness which prohibit a Restricted Subsidiary pursuant to an agreement that has been entered into for the transfer sale or disposition of all or substantially all of the assets or Capital Stock of such Restricted Subsidiary; (x) customary provisions in joint venture agreements and other similar agreements relating solely to the securities, assets and revenues of such joint venture or other business venture; (xi) an agreement governing Indebtedness permitted pursuant to Section 4.12 of this Indenture if either (A) (i) the Board of Directors of the obligor thereunder unless Company in its reasonable and good faith judgment determines at the transferee shall assume time such Indebtedness is incurred that any such encumbrance or restriction will not affect the obligations ability of the obligor under such agreement Company to make principal or instrument interest payments on the Notes and any other Indebtedness that is an obligation of the Company and (viii) encumbrances and restrictions under the Credit Agreements and other Senior Indebtedness and Guarantor Senior Indebtedness in effect on the Issue Date and encumbrances and restrictions in permitted refinancings encumbrance or replacements thereof which are no less favorable restriction is not materially more disadvantageous to the Holders of the Securities Notes than those is customary in comparable financings or agreements (as determined by the Board of Directors of the Company in its reasonable and good faith judgment) or (B) such Indebtedness is incurred by a Subsidiary of the Company that is a foreign Subsidiary; (xii) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (ii), (iv), (v), (vi) or (xi) of this Section 4.13(b); provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are not, in the Senior Indebtedness aggregate, materially less favorable, taken as a whole, to the Company as determined by the Board of Directors of the Company in its reasonable and Guarantor Senior Indebtedness so refinanced good faith judgment than the provisions relating to such encumbrance or replacedrestriction contained in agreements referred to in such clause (ii), (iv), (v), (vi) or (xi); and (xiii) Standard Securitization Undertakings relating to a Receivables Subsidiary or Special Purpose Vehicle.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company to (a) pay dividends, in cash or otherwise, dividends or make any other distributions distribution on or in respect of its Capital Stock to the Company or any other interest or participation in, or measured by, its profitsSubsidiary of the Company, (b) pay any Indebtedness owed to the Company or any other a Subsidiary of the Company, (c) make loans or advances to, or any other Investment in, in the Company or any other Subsidiary of the Company, Company or (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 lawany encumbrance or restriction, with respect to a Subsidiary of the Company that is not a Subsidiary of the Company on the date of this Indenture, in existence at the time such person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such person becoming a Subsidiary of the Company; (ii) customary non-provisions restricting subletting or assignment provisions of any lease or assignment of any other 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 which could not materially adversely affect the Company's ability to satisfy its obligations under this Indenture and the Securities, (iv) any agreement or other instrument of a person acquired by the Company or any Subsidiary of the Company is a party or to which any of their respective properties or assets are subject; (or a Subsidiary of such personiii) in existence at the time of such acquisition (but not created in contemplation thereof), which any encumbrance or restriction is not applicable contained in contracts for sales of assets permitted by Section 4.14 with respect to the assets to be sold pursuant to such contract; and (iv) any personencumbrance or restriction existing under any agreement that extends, renews or replaces the properties agreements containing the encumbrances or assets restrictions in the foregoing clause (i), provided that the terms and conditions of any person, other than the person, such encumbrances 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 and (vi) encumbrances and restrictions under the Credit Agreements and other Senior Indebtedness and Guarantor Senior Indebtedness in effect on the Issue Date and encumbrances and restrictions in permitted refinancings or replacements thereof which are no not materially less favorable to the Holders of the Securities than those contained in under or pursuant to the Senior Indebtedness and Guarantor Senior Indebtedness agreement so refinanced extended, renewed or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of the Company to (a) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock or any other interest or participation in, or measured by, its profits, Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Subsidiary of the Company, ; or (c) make loans or advances to, or any other Investment in, the Company or any other Subsidiary of the Company, (d) transfer any of its properties property 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 of: (i1) applicable law, ; (ii2) the Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Subsidiary of the Company, ; (iii4) customary restrictions agreements existing on transfers of property subject the Issue Date to a Lien permitted under this Indenture which could not materially adversely affect the Company's ability to satisfy its obligations under this Indenture extent and in the Securities, (iv) any agreement or other instrument of a person acquired by the Company or any Subsidiary of the Company (or a Subsidiary of manner 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 and (vi) encumbrances and restrictions under the Credit Agreements and other Senior Indebtedness and Guarantor Senior Indebtedness are in effect on the Issue Date and encumbrances and Date; (5) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in permitted refinancings clause (c) above on the property so acquired; or replacements thereof which (6) 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 such Indebtedness are no less favorable to the Holders Company in any material respect as determined by the Board of Directors of the Securities Company in its reasonable and good faith judgment than those the provisions relating to such encumbrance or restriction contained in the Senior Indebtedness and Guarantor Senior Indebtedness so refinanced agreements referred to in such clause (2) or replaced(4).

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to: (ai) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (a) on or in respect of its Capital Stock or (b) with respect to any other interest or participation in, or measured by, its profits, ; (bii) pay any Indebtedness owed to the Company or any other Subsidiary of the Company, its Restricted Subsidiaries; (ciii) make loans or advances to, or any other Investment in, to the Company or any other Subsidiary of the Company, its Restricted Subsidiaries; or (div) 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, its Restricted Subsidiaries; except for such encumbrances or restrictions existing under or by reason of (ia) the Senior Indebtedness and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that they are no more restrictive in any material respect than the restrictions contained in those agreements on the date of this Indenture, (b) this Indenture and the Notes, (c) 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 which could not materially adversely affect the Company's ability to satisfy its obligations under this Indenture and the Securities, (ivd) any agreement instrument governing Indebtedness or other instrument Capital Stock of a person Person acquired by the Company or any Subsidiary of the Company (or a Subsidiary of such person) its Restricted Subsidiaries as in existence effect at the time of such acquisition (but not created except to the extent such Indebtedness was incurred in connection with or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any personPerson, or the properties or assets of any personPerson, other than the personPerson, or the properties property or assets of the personPerson, so acquired, (ve) customary nonassignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (f) Purchase Money Obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iv) above on the property so acquired; or (g) Refinancing Indebtedness, provided that the restrictions contained in the agreements or instruments relating governing such Refinancing Indebtedness are no more restrictive with respect 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 provisions set forth in clauses (i), (ii), (iii) and (viiv) encumbrances and restrictions under the Credit Agreements and other Senior Indebtedness and Guarantor Senior Indebtedness in effect on the Issue Date and encumbrances and restrictions in permitted refinancings or replacements thereof which are no less favorable to the Holders of the Securities above than those contained in the Senior agreements governing the Indebtedness and Guarantor Senior Indebtedness so refinanced being refinanced, (h) any agreement for the sale or replacedother disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition or (i) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to: (ai) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (a) on or in respect of its Capital Stock or (b) with respect to any other interest or participation in, or measured by, its profits, ; (bii) pay any Indebtedness owed to the Company or any other Subsidiary of the Company, its Restricted Subsidiaries; (ciii) make loans or advances to, or any other Investment in, to the Company or any other Subsidiary of the Company, its Restricted Subsidiaries; or (div) 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, its Restricted Subsidiaries; except for such encumbrances or restrictions existing under or by reason of (ia) the agreements evidencing the Senior Indebtedness and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that they are not materially more restrictive than the similar restrictions contained in those agreements on the date of this Indenture, (b) this Indenture and the Notes, (c) 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 which could not materially adversely affect the Company's ability to satisfy its obligations under this Indenture and the Securities, (ivd) any agreement instrument governing Indebtedness or other instrument Capital Stock of a person Person acquired by the Company or any Subsidiary of the Company (or a Subsidiary of such person) its Restricted Subsidiaries as in existence effect at the time of such acquisition (but not created except to the extent such Indebtedness was incurred in connection with or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any personPerson, or the properties or assets of any personPerson, other than the personPerson, or the properties property or assets of the personPerson, so acquired, (ve) customary nonassignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (f) Purchase Money Obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iv) above on the property so acquired; or (g) Refinancing Indebtedness, provided that the restrictions contained in the agreements or instruments relating governing such Refinancing Indebtedness are no more restrictive with respect 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 provisions set forth in clauses (i), (ii), (iii) and (viiv) encumbrances and restrictions under the Credit Agreements and other Senior Indebtedness and Guarantor Senior Indebtedness in effect on the Issue Date and encumbrances and restrictions in permitted refinancings or replacements thereof which are no less favorable to the Holders of the Securities above than those contained in the Senior agreements governing the Indebtedness and Guarantor Senior Indebtedness so refinanced being refinanced, (h) any agreement for the sale or replacedother disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition or (i) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company Except for limitations contained in the Revolving Credit Agreement, Borrower will not, and will not cause or permit any of its Subsidiaries Consolidated Subsidiary (excluding any Strategic Investee Subsidiary) to, directly or indirectly, create or otherwise cause or suffer to exist exist, or enter into any agreement with any Person that would cause to become effective 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 distributions distribution 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 the Company Borrower or any other Subsidiary of the CompanySubsidiary, (c) make loans or advances to, or guarantee any Indebtedness or other Investment inobligations of, the Company Borrower or any other Subsidiary of the Company, or (d) transfer any of its properties property or assets to the Company Borrower or any other Subsidiary of the Company or (e) guarantee any Indebtedness of the Company or any other Subsidiary of the CompanySubsidiary, except for such encumbrances any encumbrance or restrictions existing under or by reason of restriction (i) applicable law, 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) customary non-assignment provisions of contained in any contract agreement for the sale or any lease governing a leasehold interest disposition of the Company 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 of or assets, as applicable, and any such sale or disposition is made in compliance with Section 7.10. to the Company, extent applicable thereto; or (iii) customary existing under any agreement that refinances or replaces the agreements containing the encumbrance or restrictions on transfers in the foregoing clause (i); provided, however, that the terms and conditions of property subject to a Lien any such restrictions permitted under this Indenture which could clause (iii) are not materially adversely affect the Company's ability to satisfy its obligations under this Indenture and the Securities, (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 and (vi) encumbrances and restrictions under the Credit Agreements and other Senior Indebtedness and Guarantor Senior Indebtedness in effect on the Issue Date and encumbrances and restrictions in permitted refinancings or replacements thereof which are no less favorable to the Holders of the Securities Lenders than those contained in under or pursuant to the Senior agreement evidencing the Indebtedness and Guarantor Senior Indebtedness so refinanced or replacedrefinanced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company and the Guarantors will not, and will not permit any of its their Restricted Subsidiaries to, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective any encumbrance or consensual restriction on the ability of any 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 distributions or pay loans or advances to or on or in respect of its Capital Stock or any other interest or participation inbehalf of, or measured by, its profits, (b) pay any Indebtedness owed to the Company or any other Subsidiary of the Company, (c) make loans or advances to, or any other Investment in, the Company or any other Subsidiary 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 Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of (i) restrictions imposed by the Notes or herein, (ii) restrictions imposed by 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 existing restrictions under Indebtedness outstanding on transfers of property subject to a Lien permitted under this Indenture which could not materially adversely affect the Company's ability to satisfy its obligations under this Indenture and the SecuritiesIssue Date, (iv) restrictions under any Acquired Indebtedness not incurred in violation of the Indenture or any agreement relating to any property, asset, or other instrument of a person business acquired by the Company or any Subsidiary of the Company (or a Subsidiary of such person) its Restricted Subsidiaries, which restrictions, in existence each case, existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is and are not applicable to any person, or the properties or assets of any personPerson, other than the personPerson acquired, or to any property, asset or business, other than the properties or property, assets of the person, and business so acquired, (v) provisions contained in agreements any such restriction or instruments relating requirement imposed by Indebtedness incurred under clause (ii) 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 Indebtedness which prohibit a Restricted Subsidiary of the transfer Company imposed pursuant to a binding agreement that has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of the obligor thereunder unless the transferee shall assume the obligations of the obligor under such agreement or instrument and (vi) encumbrances and Restricted Subsidiary, provided such restrictions under the Credit Agreements and other Senior Indebtedness and Guarantor Senior Indebtedness in effect on the Issue Date and encumbrances and restrictions in permitted refinancings or replacements thereof which are no less favorable apply solely to the Holders of the Securities than those contained in the Senior Indebtedness and Guarantor Senior Indebtedness so refinanced or replaced.Equity

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to: (ai) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock Stock; (ii) make loans or any other interest advances or participation in, or measured by, its profits, (b) to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company, ; or (c) make loans or advances to, or any other Investment in, the Company or any other Subsidiary of the Company, (diii) transfer any of its properties property or assets to the Company or any other Subsidiary of the Company or (e) guarantee any Indebtedness of the Company or any other Restricted Subsidiary of the Company, except for such . (b) Section 4.13(a) shall not apply to encumbrances or restrictions existing under or by reason of of: (i) applicable law, rule, regulation or order (including agreements with regulatory authorities); (ii) this Indenture, including any Guarantee; (iii) customary net worth and non-assignment provisions of any contract lease, license 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 which could not materially adversely affect the Company's ability to satisfy its obligations under this Indenture and the Securities, other contract; (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)governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any personPerson, or the properties or assets of any personPerson, other than the personPerson or the properties or assets of the Person so acquired; (v) any agreement or other instrument of a Person acquired by the Company or a Restricted Subsidiary of the Company 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, Person or the property or assets of the Person so acquired, so long as the agreement containing the restriction does not violate any other provision of this Indenture; (vvi) agreements existing on the Issue Date (including, without limitation, the Credit Agreement) to the extent and in the manner such agreements are in effect on the Issue Date; (vii) secured Indebtedness otherwise permitted to be incurred pursuant to the provisions contained of Sections 4.12 and 4.18 of this Indenture that limit the right of the debtor to dispose of the assets securing such Indebtedness; (viii) Purchase Money Indebtedness for property acquired in agreements the ordinary course of business that imposes encumbrances or instruments relating restrictions of the nature described in Section 4.13(a)(iii); (ix) customary restrictions with respect to Indebtedness which prohibit a Restricted Subsidiary pursuant to an agreement that has been entered into for the transfer sale or disposition of all or substantially all of the assets or Capital Stock of such Restricted Subsidiary; (x) customary provisions in joint venture agreements and other similar agreements relating solely to the obligor thereunder unless securities, assets and revenues of such joint venture or other business venture; (xi) an agreement governing Indebtedness incurred to Refinance the transferee shall assume the obligations of the obligor under such Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (ii), (iv), (v) or instrument and (vi) encumbrances and restrictions under of this Section 4.13(b); provided, however, that the Credit Agreements and other Senior provisions relating to such encumbrance or restriction contained in any such Indebtedness and Guarantor Senior Indebtedness are not, in effect on the Issue Date and encumbrances and restrictions in permitted refinancings or replacements thereof which are no aggregate, materially less favorable favorable, taken as a whole, to the Holders Company as determined by the Board of Directors of the Securities Company in its reasonable and good faith judgment than those the provisions relating to such encumbrance or restriction contained in the Senior Indebtedness and Guarantor Senior Indebtedness so refinanced agreements referred to in such clause (ii), (iv), (v) or replaced(vi); and (xii) Standard Securitization Undertakings relating to a Receivables Subsidiary or Special Purpose Vehicle.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company Borrower will not, and will not cause or permit any of its Subsidiaries Consolidated Subsidiary (excluding any Strategic Investee Subsidiary) to, directly or indirectly, create or otherwise cause or suffer to exist exist, or enter into any agreement with any Person that would cause to become effective 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 distributions distribution 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 the Company Borrower or any other Subsidiary of the CompanySubsidiary, (c) make loans or advances to, or guarantee any Indebtedness or other Investment inobligations of, the Company Borrower or any other Subsidiary of the Company, or (d) transfer any of its properties property or assets to the Company Borrower or any other Subsidiary of the Company or (e) guarantee any Indebtedness of the Company or any other Subsidiary of the CompanySubsidiary, except for such encumbrances any encumbrance or restrictions existing under or by reason of restriction (i) applicable law, 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) customary non-assignment provisions of contained in any contract agreement for the sale or any lease governing a leasehold interest disposition of the Company 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 of or assets, as applicable, and any such sale or disposition is made in compliance with Section 7.10. to the Company, extent applicable thereto; or (iii) customary existing under any agreement that refinances or replaces the agreements containing the encumbrance or restrictions on transfers in the foregoing clause (i); provided, however, that the terms and conditions of property subject to a Lien any such restrictions permitted under this Indenture which could clause (iii) are not materially adversely affect the Company's ability to satisfy its obligations under this Indenture and the Securities, (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 and (vi) encumbrances and restrictions under the Credit Agreements and other Senior Indebtedness and Guarantor Senior Indebtedness in effect on the Issue Date and encumbrances and restrictions in permitted refinancings or replacements thereof which are no less favorable to the Holders of the Securities Lenders than those contained in under or pursuant to the Senior agreement evidencing the Indebtedness and Guarantor Senior Indebtedness so refinanced or replacedrefinanced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to: (ai) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (a) on or in respect of its Capital Stock or (b) with respect to any other interest or participation in, or measured by, its profits, ; (bii) pay any Indebtedness owed to the Company or any other Subsidiary of the Company, its Restricted Subsidiaries; (ciii) make loans or advances to, or any other Investment in, to the Company or any other Subsidiary of the Company, its Restricted Subsidiaries; or (div) 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, its Restricted Subsidiaries; except for such encumbrances or restrictions existing under or by reason of (ia) the agreements evidencing the Senior Indebtedness and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that they are not materially more restrictive than the similar restrictions contained in those agreements on the date of this Indenture, (b) this Indenture, the Notes, the Senior Subordinated Notes Indenture, the Senior Subordinated Notes and the Collateral Documents, (c) 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 which could not materially adversely affect the Company's ability to satisfy its obligations under this Indenture and the Securities, (ivd) any agreement instrument governing Indebtedness or other instrument Capital Stock of a person Person acquired by the Company or any Subsidiary of the Company (or a Subsidiary of such person) its Restricted Subsidiaries as in existence effect at the time of such acquisition (but not created except to the extent such Indebtedness was incurred in connection with or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any personPerson, or the properties or assets of any personPerson, other than the personPerson, or the properties property or assets of the personPerson, so acquired, (ve) customary nonassignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (f) Purchase Money Obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iv) above on the property so acquired, (g) Refinancing Indebtedness; provided that the restrictions contained in the agreements or instruments relating governing such Refinancing Indebtedness are no more restrictive with respect 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 provisions set forth in clauses (i), (ii), (iii) and (viiv) encumbrances and restrictions under the Credit Agreements and other Senior Indebtedness and Guarantor Senior Indebtedness in effect on the Issue Date and encumbrances and restrictions in permitted refinancings or replacements thereof which are no less favorable to the Holders of the Securities above than those contained in the Senior agreements governing the Indebtedness and Guarantor Senior Indebtedness so refinanced being refinanced; (h) any agreement for the sale or replacedother disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; or (i) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of the Company to (a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness owed to the Company or any other Subsidiary of the Company, (c) make loans or advances to, or any other Investment in, the Company or any other Subsidiary 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 which could not materially adversely affect the Company's ability to satisfy its obligations under this Indenture and the SecuritiesIndenture, (iv) any agreement or other instrument of a person Person acquired by the Company or any Subsidiary of the Company (or a Subsidiary of such personPerson) in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any personPerson, or the properties or assets of any personPerson, other than the personPerson, or the properties or assets of the personPerson, 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 instrument, (vi) any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary pending the closing of such sale or disposition, (vii) any encumbrance or restriction arising or agreed to in the ordinary course of business and that does not, individually or in the aggregate, detract from the value of the property or assets of the Company or any Subsidiary in any manner material to the Company or such Subsidiary and (viviii) encumbrances and restrictions under the Credit Agreements and other Senior Indebtedness and Guarantor Senior Indebtedness agreements in effect on the Issue Date Date, including the Bank Credit Agreement, and encumbrances and restrictions in permitted refinancings or replacements thereof of Indebtedness evidenced by the agreements referred to in this clause (viii) which are no less favorable to the Holders of the Securities than those contained in the Senior Indebtedness and Guarantor Senior Indebtedness so refinanced or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company or any other Restricted Subsidiary of the Company on or in respect of its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) or pay any Indebtedness owed to the Company or any other Restricted Subsidiary of the Company, (cii) make loans or advances to, or any other Investment in, to the Company or any other Restricted Subsidiary of the Company, or (diii) 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 Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing on the Issue Date or otherwise existing under or by reason of (ia) the Senior Credit Facilities, and any amendments, restatements, renewals, replacements or refinancings thereof, (b) 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 which could not materially adversely affect the Company's ability to satisfy its obligations under this Indenture and the Securities, (ivc) any agreement instrument governing Indebtedness or other instrument Capital Stock of a person an Acquired Person acquired by the Company or any Subsidiary of the Company (or a Subsidiary of such person) its Restricted Subsidiaries as in existence effect at the time of such acquisition (but not created except to the extent such Indebtedness was incurred in contemplation thereofconnection with such acquisition), which encumbrance or ; provided that such restriction is not applicable to any personPerson, or the properties or assets of any personPerson, other than the personAcquired Person, (d) customary non-assignment provisions in leases entered into in the ordinary course of business, (e) purchase money Indebtedness or Capital Lease Obligations that only impose restrictions on the properties property so acquired (and proceeds generated therefrom), (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.14; and provided, further, that such restriction or encumbrance shall be effective only for a period from the person, so acquiredexecution and delivery of such agreement through a termination date not later than 365 days after such execution and delivery, (vg) customary provisions in 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 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 Issue Date pursuant to Section 4.07 that impose restrictions solely on the Foreign Subsidiaries party thereto or their Subsidiaries, (k) any 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 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 any such agreement or instrument and taken as a whole (vii) are not materially less favorable to the Holders than the encumbrances and restrictions under contained in the Senior Credit Agreements and other Senior Indebtedness and Guarantor Senior Indebtedness Facilities existing on the Issue Date, together with the security documents associated therewith as in effect on the Issue Date and or (ii) either (a) the Company determines at the time of entry into such agreement or instrument that such encumbrances and 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 refinancings under Section 4.09, (m) restrictions created in connection with any Qualified Securitization Financing or replacements thereof which are no less favorable to Receivables Facility that, in the Holders good faith determination of the Securities 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 contained in the Senior agreements governing the Indebtedness and Guarantor Senior Indebtedness so being refinanced or replacedimmediately prior to such refinancing.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of the Company to (a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness owed to the Company or any other Subsidiary of the Company, (c) make loans or advances to, or any other Investment in, the Company or any other Subsidiary 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 which could not materially adversely affect the Company's ability to satisfy its obligations under this Indenture and the SecuritiesIndenture, (iv) any agreement or other instrument of a person Person acquired by the Company or any Subsidiary of the Company (or a Subsidiary of such personPerson) in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any personPerson, or the properties or assets of any personPerson, other than the personPerson, or the properties or assets of the personPerson, 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 instrument, (vi) any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary pending the closing of such sale or disposition, (vii) any encumbrance or restriction arising or agreed to in the ordinary course of business and that does not, individually or in the aggregate, detract from the value of the property or assets of the Company or any Subsidiary in any manner material to the Company or such Subsidiary and (viviii) encumbrances and restrictions under the Credit Agreements and other Senior Indebtedness and Guarantor Senior Indebtedness agreements in effect on the Issue Date Date, including the Bank Credit Agreement, and encumbrances and restrictions in permitted refinancings or replacements thereof of Indebtedness evidenced by the agreements referred to in this clause (viii) which are no less favorable to the Holders of the Securities than those contained in the Senior Indebtedness and Guarantor Senior Indebtedness so refinanced or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Company Except for limitations contained in the Term Loan Agreement, Borrower will not, and will not cause or permit any of its Subsidiaries Consolidated Subsidiary (excluding any Strategic Investee Subsidiary) to, directly or indirectly, create or otherwise cause or suffer to exist exist, or enter into any agreement with any Person that would cause to become effective 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 distributions distribution 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 the Company Borrower or any other Subsidiary of the CompanySubsidiary, (c) make loans or advances to, or guarantee any Indebtedness or other Investment inobligations of, the Company Borrower or any other Subsidiary of the Company, or (d) transfer any of its properties property or assets to the Company Borrower or any other Subsidiary of the Company or (e) guarantee any Indebtedness of the Company or any other Subsidiary of the CompanySubsidiary, except for such encumbrances any encumbrance or restrictions existing under or by reason of restriction (i) applicable law, 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) customary non-assignment provisions of contained in any contract agreement for the sale or any lease governing a leasehold interest disposition of the Company 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 of or assets, as applicable, and any such sale or disposition is made in compliance with Section 7.10. to the Company, extent applicable thereto; or (iii) customary existing under any agreement that refinances or replaces the agreements containing the encumbrance or restrictions on transfers in the foregoing clause (i); provided, however, that the terms and conditions of property subject to a Lien any such restrictions permitted under this Indenture which could clause (iii) are not materially adversely affect the Company's ability to satisfy its obligations under this Indenture and the Securities, (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 and (vi) encumbrances and restrictions under the Credit Agreements and other Senior Indebtedness and Guarantor Senior Indebtedness in effect on the Issue Date and encumbrances and restrictions in permitted refinancings or replacements thereof which are no less favorable to the Holders of the Securities Lenders than those contained in under or pursuant to the Senior agreement evidencing the Indebtedness and Guarantor Senior Indebtedness so refinanced or replacedrefinanced.