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

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except: (i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank Indebtedness; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(i) or (c)(ii) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(i) or (c)(ii) of this Section 4.05 or this clause (iii); provided, however, that the encumbrances and restrictions contained in any such Refinancing agreement or amendment, taken as a whole, are not materially less favorable to the Holders than the encumbrances and restrictions contained in such predecessor agreements; (iv) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except: (i1) with respect to clauses (a), (b) and (c), (A) any encumbrance or restriction pursuant to applicable law or an agreement governing Indebtedness or Capital Stock and other agreements or instruments in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessIssue Date; (iiB) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary or Capital Stock or other agreement or instrument of such Restricted Subsidiary in existence on or prior to the date on which such Restricted Subsidiary was acquired by the Company or otherwise became a Restricted Subsidiary (other than Indebtedness Incurred Incurred, Capital Stock issued or agreements or instruments entered into as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iiiC) any encumbrance or restriction pursuant to an agreement effecting a Refinancing in whole or in part of Indebtedness Incurred pursuant to an agreement referred to in clause subclause (c)(iA) or (c)(iiB) of clause (1) of this Section 4.05 4.10 or this subclause (C) or subclause (B) of clause (iii2) of this Section 4.10 or contained in any amendment to to, or modification, restatement, renewal, increase, supplement, replacement or extension of, an agreement referred to in clause subclause (c)(iA) or (c)(iiB) of clause (1) of this Section 4.05 4.10 or this clause (iii)C) or subclause (B) of clause (2) of this Section 4.10; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, modification, restatement, renewal, increase, supplement, replacement or extension agreement are not materially more restrictive, taken as a whole, are not materially less favorable to the Holders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (ivD) in the case of clause (c), any customary encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to a merger agreement or an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (E) customary encumbrances and restrictions contained in agreements of the types described in the definition of the term “Permitted Business Investments;” and (F) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets, each contained in corporate charters, bylaws, stockholders’ agreements, limited liability company agreements, partnership agreements, joint venture agreements and other similar agreements entered into in the ordinary course of business of the Company and its Restricted Subsidiaries; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous with respect to the Holders than is customary in comparable agreements and clause (3c) the Company reasonably determines that only, (A) any such encumbrance or restriction will consisting of customary nonassignment provisions (including provisions forbidding subletting or sublicensing) in leases governing leasehold interests and licenses to the extent such provisions restrict the transfer of the lease or license or the property leased, or licensed thereunder; (B) any encumbrance or restriction contained in credit agreements, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary or in Production Payments and Reserve Sales, to the extent such encumbrance or restriction restricts the transfer of the property subject to such credit agreements, security agreements or mortgages or Production Payments and Reserve Sales; (C) encumbrances and restrictions contained in any agreement, instrument or Capital Stock assumed by the Company or any of its Restricted Subsidiaries or for which any of them becomes liable as in effect at the time of such transaction (except to the extent such agreement, instrument or Capital Stock was entered into in connection with or in contemplation of such transaction), which encumbrances and restrictions are not materially affect applicable to any assets other than assets acquired in connection with such transaction and all improvements, additions and accessions thereto and products and proceeds thereof; (D) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (E) encumbrances and restrictions contained in contracts entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of, or from the ability of the Issuers Company and the Restricted Subsidiaries to make realize the value of, property or assets of the Company or any anticipated principal Restricted Subsidiary in any manner material to the Company or interest payments any Restricted Subsidiary; (F) restrictions on the Securitiestransfer of property or assets required by any regulatory authority having jurisdiction over the Company or such Restricted Subsidiary; and (G) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (A) The Company shall Issuer will not, and shall will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Issuer or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company, Issuer; (b) make any loans or advances to the Company Issuer; or (c) transfer any of its property or assets to the CompanyIssuer, except: (i) with respect to clauses (a), (b) and (c) of the first sentence of this Section 4.04(A), (a) any encumbrance or restriction pursuant to applicable law or an agreement of the Issuer or any of its Subsidiaries in effect at or entered into on the Closing Date and Issue Date; (b) any encumbrance or restriction contained in the terms of any agreement pursuant to which Indebtedness was issued if (x) either (i) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or a covenant default contained in such Indebtedness or agreement or (ii) the Issuer determines at the time such Indebtedness is Incurred (and at the time of any agreement governing Bank Indebtednessmodification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not materially affect the Issuer’s ability to make principal or interest payments on the Notes and (y) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings or agreements (as determined by the Issuer in good faith); (iic) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company Issuer (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the CompanyIssuer) and outstanding on such date; (iiid) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(ia), (b) or (c)(iic) of this Section 4.05 4.04(A)(i) or this clause (iiid) or contained in any amendment to an agreement referred to in clause (c)(ia), (b) or (c)(iic) of this Section 4.05 4.04(A)(i) or this clause (iiid); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendmentamendment are not materially less favorable, taken as a whole, are not materially less favorable to the Holders Noteholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (ive) in the case of clause (c), any encumbrance or restriction pursuant to customary restrictions on, or customary conditions to the payment of dividends or other distributions on, equity interests owned by the Issuer or any Subsidiary in any joint venture or similar enterprise contained in the constitutive documents, including shareholders’ or similar agreements, of such joint venture or enterprise, to the extent encumbrances or restrictions apply solely to the income of such joint venture or similar enterprise; (1f) any encumbrance or restriction pursuant to customary restrictions contained in (i) agreements governing any Non-Recourse Indebtedness or Permitted Co-investments; or (ii) the terms of the relevant partnership agreement, limited liability company operating agreement or other governing document of the entity that restricts is the borrower (or the direct parent of the borrower) under any Non-Recourse Indebtedness or of any Co-investment Vehicle; (g) any encumbrance or restriction contained in a the terms of any agreement governing Indebtedness directly or indirectly secured by real property or other related assets that are customary manner for real property financing transactions, such as cash collateral accounts or impounds or reserves required for payment of taxes, insurance, security deposits, capital expenditures and repairs, interest and tenant improvements and leasing commissions; and (h) any encumbrance or restriction pursuant to applicable law; and (ii) with respect to clause (c) of the subletting, first sentence of this Section 4.04(A) only, (a) any such encumbrance or restriction consisting of customary non-assignment provisions in leases governing leasehold interests or licenses of intellectual property to the extent such provisions restrict the transfer of any the lease or the property leased or asset that is subject to a lease, license or similar contract, or licensed thereunder; (2b) restrictions contained in security agreements, mortgages or other agreements securing Indebtedness of a Restricted Subsidiary or any agreement governing Non-Recourse Indebtedness to the extent such encumbrance or restriction restricts restrictions restrict the transfer of the property subject to such security agreements, mortgages or Non-Recourse Indebtedness; (vc) restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Lien; (d) any restriction with respect to a Restricted Subsidiary, any restriction Subsidiary or its assets 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 Restricted Subsidiary pending the closing of such sale or disposition; and (vie) customary provisions arising or agreed to in joint venture agreements; providedthe ordinary course of business, howevernot relating to any Indebtedness, and that (1) such encumbrance do not, individually or restriction is applicable only to such in the aggregate, detract from the value of the property or assets of the Issuer or any Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous Subsidiary in a manner material to the Holders than is customary in comparable agreements Issuer and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securitiesits Restricted Subsidiaries, taken as a whole.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except: (i1) with respect to clauses (a), (b) and (c), (A) any encumbrance or restriction pursuant to applicable law or an agreement of CB Richard or any of its Subsidiaries in effect at or entered into on the Closing Date and o▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇e Issue Date; (B) any encumbrance or restriction contained in the terms of any Indebtedness Incurred pursuant to Section 4.3(b)(15) or any agreement governing Bank Indebtednesspursuant to which such Indebtedness was issued if (x) either (i) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement or (ii) the Company determines at the time any such Indebtedness is Incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Securities and (y) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings or agreements (as determined by the Board of Directors in good faith); (iiC) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or any of its Restricted Subsidiaries (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the CompanyCompany or any of its Restricted Subsidiaries) and outstanding on such date; (iiiD) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause Section 4.5(1) (c)(iA), (B) or (c)(iiC) of this Section 4.05 or this clause (iiiD) or contained in any amendment to an agreement referred to in clause Section 4.5(1)(A), (c)(iB) or (c)(iiC) of this Section 4.05 or this clause (iiiD); providedPROVIDED, howeverHOWEVER, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable to the Holders Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements;; and (ivE) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject pursuant to a lease, license or similar contract, or applicable law; and (2) with respect to clause (c) only, (A) any such encumbrance or restriction consisting of customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (B) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts restrictions restrict the transfer of the property subject to such security agreementsagreements or mortgages; (vC) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; and (D) any restriction with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company Borrower shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) (i) pay dividends or make any other distributions to the Borrower or any of the Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by its profits, or (ii) pay any Indebtedness or other obligations owed to the CompanyBorrower, (b) make any loans or advances to the Company Borrower or (c) sell, lease or transfer any of its property properties or assets to the CompanyBorrower, except: (i) with respect to clauses (a), (b) and (c), (a) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessDate; (iib) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company Borrower (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the CompanyBorrower) and outstanding on such date; (iiic) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(iSection 6.05(i)(a) or (c)(iib) of this Section 4.05 or this clause (iiic) or contained in any amendment amendment, modification, restatement, renewal, refunding, replacement or Refinancing to an agreement referred to in clause (c)(iSection 6.05(i)(a) or (c)(iib) of this Section 4.05 or this clause (iiic); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendmentamendment are, taken as a wholedetermined by an Officer in good faith, are not materially less favorable to the Holders Lenders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (ivd) in the case of clause (c), any encumbrance or restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Equity Interests or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (1e) customary provisions in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, limited liability company organizational documents and other similar agreements; (f) restrictions on cash, Cash Equivalents, marketable securities, investment grade securities or other deposits or net worth imposed by customers or lessors (including governmental entities) under contracts or leases entered into in the ordinary course of business; (g) this Agreement, the Secured Notes, the Subsidiary Guarantees and the Security Documents; (h) applicable laws, rules, regulations and orders; (i) customary restrictions in Indebtedness Incurred pursuant to Section 6.03(b)(i); provided, however, that restricts such restrictions are not more restrictive than those contained in a this Agreement or the Security Documents; and (ii) with respect to clause (c) only, (a) any encumbrance or restriction consisting of customary manner nonassignment provisions in leases governing leasehold interests to the subletting, assignment or extent such provisions restrict the transfer of the lease or the property leased thereunder; (b) any property encumbrance or asset that is subject to a lease, license or similar contract, or (2) restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale agreements or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or dispositionmortgages; and (vic) customary provisions in joint venture agreements; provided, however, agreements with respect to Purchase Money Indebtedness and Capital Lease Obligations that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments impose restrictions on the Securitiesproperty purchased or leased.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability right of any Restricted Subsidiary to to: (a1) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock Stock, or pay any Indebtedness Debt or other obligations owed obligation owed, to the Company, Company or any other Restricted Subsidiary; (b2) make any loans or advances to the Company or any other Restricted Subsidiary; or (c3) transfer any of its property or assets Property to the Company, exceptCompany or any other Restricted Subsidiary. (b) The foregoing limitations will not apply: (i1) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank Indebtedness; (ii) any encumbrance or restriction with respect to clauses (1), (2) and (3) of paragraph (a), to restrictions (A) in effect on the Issue Date, (B) relating to Debt of a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such and existing at the time it became a Restricted Subsidiary prior to the date on which if such Restricted Subsidiary restriction was acquired by the Company (other than Indebtedness Incurred as consideration in, not created in contemplation of, connection with or to provide all or any portion in anticipation of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date;, (iiiC) created in connection with any encumbrance Receivables Facility that, in the good faith determination of the Board of Directors of the Company, are necessary or restriction pursuant advisable to an agreement effecting a effect such Receivables Facility, or (D) that result from the Refinancing of Indebtedness Incurred Debt incurred pursuant to an agreement referred to in clause (c)(i1)(A) or (c)(iiB) of this Section 4.05 above or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(i2)(A) or (c)(iiB) of this Section 4.05 or this clause (iii); providedbelow, however, that the encumbrances and restrictions contained in any provided such Refinancing agreement or amendment, taken as a whole, are not materially restriction is no less favorable to the Holders of Notes than those under the encumbrances and restrictions contained in such predecessor agreements;agreement evidencing the Debt so Refinanced; and (iv) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) with respect to a clause (a)(3) only, to restrictions (A) relating to Debt that is permitted to be incurred and secured pursuant to Sections 4.06 and 4.09 that limit the right of the debtor to dispose of the Property securing such Debt, (B) encumbering Property at the time such Property was acquired by the Company or any Restricted Subsidiary, any so long as such restriction imposed pursuant relates solely to an agreement entered into for the sale Property so acquired and was not created in connection with or disposition of all or substantially all the Capital Stock or assets in anticipation of such Restricted Subsidiary acquisition, (C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) customarily contained in asset sale agreements limiting the transfer of such Property pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securitiessale.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the CompanyCompany or a Restricted Subsidiary, (b) to make any loans or advances to the Company or a Restricted Subsidiary or (c) to transfer any of its property or assets to the CompanyCompany or a Restricted Subsidiary, except: : (i) any encumbrance or restriction in the Priority Lien Credit Agreement or Second Lien Documents on the Issue Date or pursuant to applicable law or an any other agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank Indebtedness; Issue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; ; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 4.06 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable to the Holders Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; ; (iv) any such encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (v) in the case of clause (c)) above, any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such encumbrance or restriction restricts restrictions restrict the transfer of the property subject to such security agreements; agreements or mortgages; and (vvi) any restriction with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary in compliance with the terms of this Indenture pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the CompanyCompany or a Restricted Subsidiary, (b) to make any loans or advances to the Company or a Restricted Subsidiary or (c) to transfer any of its property or assets to the CompanyCompany or a Restricted Subsidiary, except: : (i) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to applicable law or an any other agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank Indebtedness; Issue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; ; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 4.06 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable to the Holders Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; ; (iv) any such encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (v) in the case of clause (c)) above, any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such encumbrance or restriction restricts restrictions restrict the transfer of the property subject to such security agreements; agreements or mortgages; and (vvi) any restriction with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary in compliance with the terms of this Indenture pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the CompanyCompany or a Restricted Subsidiary, (b) to make any loans or advances to the Company or a Restricted Subsidiary or (c) to transfer any of its property or assets to the CompanyCompany or a Restricted Subsidiary, except: : (i) any encumbrance or restriction pursuant to applicable law or in an agreement in effect at or entered into on the Closing Issue Date and any encumbrance or restriction pursuant to any agreement governing Bank Indebtedness; (including without limitation, the Credit Agreement); (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or became a Restricted Subsidiary of the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; ; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 covenant or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 covenant or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable to the Holders Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; ; (iv) any such encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (v) in the case of clause (c)) above, any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts restrictions restrict the transfer of the property subject to such security agreements; agreements or mortgages; (vvi) any restriction with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vii) any encumbrance or restriction in any agreement or instrument in the Existing Receivables Facility and in connection with a Qualified Receivables Transaction; and (viii) any encumbrances or restrictions imposed by any amendments, restatements, modifications, renewals or refinancings (regardless of whether the principal amount of underlying Indebtedness is increased or decreased) of the contracts, instruments or obligations referred to in clauses (i) through (vi) customary provisions above; provided that such amendments or refinancings are, in joint venture agreements; providedthe good faith judgment of the Company’s Board of Directors, however, that (1) such encumbrance or restriction is applicable only no more materially restrictive with respect to such Restricted Subsidiary, (2) the encumbrance encumbrances and restrictions than those prior to such amendment or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securitiesrefinancing.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except: (i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date or in connection with the Acquisition on the terms described in the Offering Memorandum and any encumbrance or restriction pursuant to any agreement governing Bank Indebtedness; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(i) or (c)(ii) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(i) or (c)(ii) of this Section 4.05 or this clause (iii); provided, however, that the encumbrances and restrictions contained in any such Refinancing agreement or amendment, taken as a whole, are not materially less favorable to the Holders than the encumbrances and restrictions contained in such predecessor agreements; (iv) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability right of any Restricted Subsidiary to to: (a) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock Stock, or pay any Indebtedness Debt or other obligations owed obligation owed, to the Company, Issuer or any other Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividend or liquidating distributions prior to the dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock), (b) make any loans or advances to the Company Issuer or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Issuer or any Restricted Subsidiary to other Debt Incurred by the Issuer or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances), or (c) sell, lease or transfer any of its property or assets Property to the Company, exceptIssuer or any other Restricted Subsidiary (it being understood that such transfers shall not include any type of transfer described in clause (a) or (b) above). The foregoing limitations will not apply to restrictions: (i) any encumbrance or restriction pursuant to applicable law or an agreement (a) in effect at or entered into on the Closing Date Issue Date, including, but not limited to the Credit Agreement and any encumbrance or restriction pursuant to any agreement governing Bank Indebtednessthe Existing Notes Indentures; (ii) any encumbrance or restriction with respect relating to Debt of a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such existing at the time it became a Restricted Subsidiary prior to the date on which if such Restricted Subsidiary restriction was acquired by the Company (other than Indebtedness Incurred as consideration in, not created in contemplation of, connection with or to provide all or any portion in anticipation of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such that Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such dateIssuer; (iii) that result from any encumbrance amendment, restatement, modification, renewal, supplement, extension, replacement or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Debt Incurred pursuant to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to above, in clause (c)(ivi), (vii) or (c)(iix) of this Section 4.05 below or this clause (iii); , provided that the restriction contained in such amendment, restatement, modification, renewal, supplement, extension, replacement or Refinancing is not materially more restrictive (as determined in good faith by the Issuer’s Board of Directors), taken as a whole, than the restrictions of the same type contained in the agreements or instruments referred to in clauses (i), (ii), (vi), (vii) or (x) or this clause (iii), as applicable; (iv) resulting from the Incurrence of any Permitted Debt as defined in Section 4.04, provided that the restriction is no less favorable to the Holders of Notes in any material respect (as determined in good faith by the Issuer’s Board of Directors) than the restrictions of the same type contained in this Indenture; (v) existing by reason of applicable law, rule, regulation or order; (vi) with respect to clause (c) above only, relating to Debt that is permitted to be Incurred and secured without also securing the Notes pursuant to Section 4.04 and Section 4.06 that limit the right of the debtor to dispose of the Property securing that Debt; (vii) encumbering Property at the time the Property was acquired by the Issuer or any Restricted Subsidiary, so long as the restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of the acquisition; (viii) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements (including, without limitation, intellectual property licenses entered into in the ordinary course of business) that restrict assignment of the agreements or rights thereunder; (ix) which are customary restrictions contained in asset sale agreements limiting the transfer of Property pending the closing of the sale; (x) existing pursuant to any Debt Incurred by a Foreign Subsidiary, which restrictions are customary for a financing of such type, and which are otherwise permitted under this Indenture, provided, however, that the encumbrances and Issuer’s Board of Directors determines in good faith that such restrictions contained in any such Refinancing agreement or amendment, taken as a whole, are not materially less favorable reasonably likely to impair the Holders than Issuer’s ability to make principal and interest payments on the encumbrances Notes; or (xi) existing by reason of this Indenture, the Notes, and restrictions contained in such predecessor agreementsthe Note Guarantees; (ivxii) with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (xiii) on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (xiv) in the case of the provision described in clause (c)) of the first paragraph of this covenant: arising or agreed to in the ordinary course of business, not relating to any encumbrance Debt, and that do not, individually or restriction (1) that restricts in a customary manner the sublettingaggregate, assignment or transfer detract from the value of any property or asset that is subject assets of the Issuer or any Restricted Subsidiary thereof in any manner material to a lease, license the Issuer or similar contract, or any Restricted Subsidiary thereof; (2xv) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements;Hedging Obligations; and (vxvi) constituting customary restrictions with respect to a Restricted Securitization Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition terms of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securitiesa Permitted Receivables Financing.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company Corporation shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective effective, or enter into any agreement with any Person that would cause to become effective, any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock Stock, or pay any Indebtedness or other obligations owed obligation owed, to the CompanyCorporation or any other Restricted Subsidiary, (b) make any loans or advances to the Company Corporation or any other Restricted Subsidiary or (c) transfer any of its property or assets Property to the CompanyCorporation or any other Restricted Subsidiary. Such limitation will not apply (1) with respect to clauses (a), except: (b) and (c), to encumbrances and restrictions (i) in existence under or by reason of any agreements in effect on the Issue Date, (ii) relating to Indebtedness of a Restricted Subsidiary and existing at such Restricted Subsidiary at the time it became a Restricted Subsidiary if either (A) such encumbrance or restriction pursuant to applicable law was not created in connection with or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank Indebtedness; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion anticipation of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the CompanyCorporation or (B) such encumbrance or restriction was created in connection with the refinancing of pre-existing Indebtedness in connection with or in anticipation of the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Corporation, the new Indebtedness is Permitted Refinancing Indebtedness and such encumbrance or restriction relates only to the Property previously subject to an encumbrance or restriction under the pre-existing Indebtedness (and any improvements or additions to such Property) and outstanding on such date; is no more restrictive in the aggregate than was its predecessor or (iii) which result from the renewal, refinancing, extension or amendment of an agreement referred to in clauses (1)(i) and (ii) above and in clauses (2)(i) and (ii) below, provided, such encumbrance or restriction is no more restrictive in the aggregate to such Restricted Subsidiary and is not less favorable in the aggregate to the Holders of Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced, and (2) with respect to clause (c) only, to (i) any encumbrance or restriction relating to Indebtedness that is permitted to be Incurred and secured pursuant to an agreement effecting a Refinancing the provisions under Section 3.03 and Section 3.05 that limits the right of Indebtedness Incurred pursuant the debtor to an agreement referred to in clause dispose of the Property securing such Indebtedness, (c)(iii) or (c)(ii) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(i) or (c)(ii) of this Section 4.05 or this clause (iii); provided, however, that the encumbrances and restrictions contained in any such Refinancing agreement or amendment, taken as a whole, are not materially less favorable to the Holders than the encumbrances and restrictions contained in such predecessor agreements; (iv) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the sublettingconnection with an acquisition of Property, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent so long as such encumbrance or restriction restricts relates solely to the Property so acquired (and any improvements or additions to such Property) and was not created in connection with or in anticipation of such acquisition, (iii) customary provisions restricting subletting or assignment of leases and customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (iv) customary restrictions contained in asset sale agreements limiting the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securitiessale.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or 50 44 consensual restriction on the ability of any Restricted Subsidiary to (ai) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company, (bii) make any loans or advances to the Company or (ciii) transfer any of its property or assets to the Company, except: except (ia) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and date of this Indenture (including, without limitation, the Credit Agreement); (b) any encumbrance or restriction pursuant to any agreement governing Bank Indebtedness; imposed by Indebtedness incurred under the Credit Agreement in accordance with this Indenture, provided, however that such encumbrance or restriction is not materially more restrictive than that imposed by the Credit Agreement as of the Issue Date; (iic) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such a Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; ; (iiid) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a Refinancing refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(ia), (b) or (c)(iic) of this Section 4.05 covenant or this clause (iiid) or contained in any amendment to an agreement referred to in clause (c)(ia) (b) or (c)(iic) of this Section 4.05 covenant or this clause (iiid); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing agreement or amendment, taken as a whole, amendment are not materially less favorable to the Holders more restrictive than the encumbrances and restrictions contained in such predecessor agreements; ; (ive) in the case of clause (c)iii) above, any encumbrance or restriction (1A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract, (2B) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture (including any Permitted Lien), (C) contained in mortgages, pledges or other security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; agreements or (vD) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (f) any restriction with respect to a Restricted Subsidiary, Subsidiary (or any restriction of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; and (vig) customary provisions encumbrances or restrictions arising or existing by reason of applicable law; and (h) restrictions on transfer contained in joint venture agreements; providedPurchase Money Indebtedness incurred pursuant to paragraph (b)(vii) of Section 3.3 of this Indenture, however, that (1) provided such encumbrance or restriction is applicable restrictions relate only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability transfer of the Issuers to make any anticipated principal or interest payments on property acquired with the Securitiesproceeds of such Purchase Money Indebtedness.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (a1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company, Company or any Restricted Subsidiary; (b2) make any loans or advances to the Company or any Restricted Subsidiary; or (c3) transfer any of its property or assets to the Company, exceptCompany or any Restricted Subsidiary. The preceding provisions will not prohibit: (i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date Issue Date, (including, without limitation, this Indenture and any encumbrance or restriction pursuant to any agreement governing Bank Indebtednessthe Senior Credit Agreement in effect on such date); (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(i) or (c)(iii) of this Section 4.05 paragraph or this clause (iiiii) or contained in any amendment to an agreement referred to in clause (c)(i) or (c)(iii) of this Section 4.05 paragraph or this clause (iiiii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing agreement or amendment, amendment taken as a whole, whole are not materially no less favorable in any material respect to the Holders of the Securities than the encumbrances and restrictions contained in such predecessor agreementsagreements referred to in clause (i) of this paragraph on the Issue Date; (iviii) in the case of clause (c)3) of the first paragraph of this Section 3.7, any encumbrance or restriction restriction: (1a) that restricts in a customary manner the subletting, assignment or transfer of any property Property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract; (2b) contained in mortgages, pledges or other security agreements permitted under this Indenture securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance encumbrances or restriction restricts restrictions restrict the transfer of the property Property subject to such mortgages, pledges or other security agreements; or (c) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (iv) purchase money obligations for Property acquired in the ordinary course of business that impose encumbrances or restrictions of the nature described in clause (3) of the first paragraph of this Section 3.7 on the property so acquired; (v) any restriction with respect to a Restricted Subsidiary, Subsidiary (or any restriction of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the Property or assets that are subject to such restriction) pending the closing of such sale or disposition; and; (vi) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (vii) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements; (viii) customary encumbrances or restrictions imposed pursuant to any agreement referred to in the definition of "Permitted Business Investment"; (ix) encumbrances or restrictions in instruments evidencing Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the Company; provided, however, that such encumbrances or restrictions are not created, incurred or assumed in connection with, or in contemplation of, such acquisition; and (1x) such encumbrance Indebtedness permitted under this Indenture containing encumbrances or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is restrictions that taken as a whole are not materially more disadvantageous to restrictive than the Holders than is customary encumbrances and restrictions otherwise contained in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securitiesthis Indenture.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to: (a) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock Stock, or pay any Indebtedness Debt or other obligations owed obligation owed, to the Company, Company or any other Restricted Subsidiary, (b) make any loans or advances to the Company or any other Restricted Subsidiary or (c) transfer any of its property or assets Property to the Company, exceptCompany or any other Restricted Subsidiary. The foregoing limitations will not apply: (i1) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank Indebtedness; (ii) any encumbrance or restriction with respect to clauses (a), (b) and (c), to restrictions: (A) in effect on the Issue Date, (B) relating to Debt or Capital Stock of a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such and existing at the time it became a Restricted Subsidiary prior to the date on which if such Restricted Subsidiary restriction was acquired by the Company (other than Indebtedness Incurred as consideration in, not created in contemplation of, connection with or to provide all or any portion in anticipation of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date;, or (iiiC) any encumbrance or restriction pursuant to an agreement effecting a resulting from the Refinancing of Indebtedness Debt Incurred pursuant to an agreement referred to in clause (c)(i1)(A) or (c)(iiB) of this Section 4.05 above or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(i2)(A) or (c)(iiB) of this Section 4.05 or this clause (iii); providedbelow, however, that the encumbrances and restrictions contained in any provided such Refinancing agreement or amendment, taken as a whole, are restriction is not materially less favorable to the Holders than those under the encumbrances and restrictions contained in such predecessor agreements;agreement evidencing the Debt so Refinanced, or (ivD) existing by reason of applicable law, regulation, order, approval, license, permit or similar restriction, in each case issued or imposed by a governmental authority, or (E) provisions with respect to the disposition or distribution of Property in joint venture agreements entered into in the case ordinary course of clause (c), any encumbrance or restriction (1) business; provided that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary such restrictions apply only to the extent such encumbrance assets or restriction restricts the transfer of the property subject to such security agreements;joint venture; or (vF) restrictions on cash or other deposits or net worth under contracts or leases entered into in the ordinary course of business; and (2) with respect to a clause (c) only, to restrictions: (A) relating to Debt that is permitted to be Incurred and secured without also securing the Notes pursuant to Sections 4.08 and 4.10 that limit the right of the debtor to dispose of the Property securing such Debt, (B) encumbering Property at the time such Property was acquired by the Company or any Restricted Subsidiary, any so long as such restriction imposed pursuant relates solely to an agreement entered into for the sale Property so acquired and was not created in connection with or disposition of all or substantially all the Capital Stock or assets in anticipation of such Restricted Subsidiary acquisition, (C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder, or (D) customary restrictions contained in asset sale agreements limiting the transfer of such Property pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securitiessale.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) to pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company, (b) to make any loans or advances to the Company or (c) to transfer any of its property or assets to the Company, except: (i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessIssue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 or this clause (iii) 4.5 or contained in any amendment to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 4.5 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, amendment are not materially less favorable to the Holders Securityholders than the encumbrances and restrictions 46 38 with respect to such Restricted Subsidiary contained in such predecessor agreements; (iv) in the case of clause (c), any such encumbrance or restriction (1A) that restricts consisting of customary non-assignment provisions in a customary manner leases to the extent such provisions restrict the subletting, assignment or transfer of the lease or the property leased thereunder or in purchase money financing or (B) by virtue of any transfer, option or right with respect to, or Lien on, any property or asset that is subject to a leaseassets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture; (v) in the case of Section 4.5(c), license or similar contract, or (2) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts restrictions restrict the transfer of the property subject to such security agreementsagreements or mortgages; (vvi) encumbrances or restrictions imposed by operation of applicable law; and (vii) any restriction with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the CompanyCompany or any Restricted Subsidiary, (b) to make any loans or advances to the Company or any Restricted Subsidiary or (c) to transfer any of its property or assets to the CompanyCompany or any Restricted Subsidiary, except: : (i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank Indebtedness; Issue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; ; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing refinancing of Indebtedness Incurred incurred pursuant to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 or this clause (iii) 3.11 or contained in any amendment to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 or this clause (iii)3.1 1; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable in any material respect to the Holders holders of the Securities than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; ; and (iv) in the case of clause (cSection 3.11(c), any encumbrance or restriction (1A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license license, conveyance or contract or similar contractproperty or asset that is the subject of such encumbrance or restriction, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, or (2C) contained arising or agreed to in security agreements securing Indebtedness the ordinary course of a business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the extent Company or any Restricted Subsidiary; provided that, in each case, such encumbrance or restriction relates to, and restricts the transfer of dealings with, only the property or asset that is the subject of such encumbrance or restriction; and provided further, that such encumbrance or restriction does not prohibit, limit or otherwise restrict the making or payment of any dividend or other distribution to such security agreements; the Company or any Restricted Subsidiary; (v) any restriction with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and and (vi) customary provisions any restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability ordinary course of the Issuers to make any anticipated principal or interest payments on the Securitiesbusiness.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (ai) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company, (bii) make any loans or advances to the Company or (ciii) transfer any of its property or assets to the Company, except: except (ia) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank Indebtedness; date of this Indenture (iiincluding, without limitation, the Senior Credit Agreement); (b) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such a Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; ; (iiic) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a Refinancing refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(ia) or (c)(iib) of this Section 4.05 covenant or this clause (iiic) or contained in any amendment to an agreement referred to in clause (c)(ia) or (c)(iib) of this Section 4.05 covenant or this clause (iiic); providedPROVIDED, howeverHOWEVER, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable to the Holders of the Securities than the encumbrances and restrictions contained in such predecessor agreements; ; (ivd) in the case of clause (c)iii) above, any encumbrance or restriction (1A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract, (2B) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, (C) contained in mortgages, pledges or other security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; agreements or (vD) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (e) any restriction with respect to a Restricted Subsidiary, Subsidiary (or any restriction of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; and (vif) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance encumbrances or restriction is restrictions arising or existing by reason of applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements law and (3g) the Company reasonably determines that any such encumbrance encumbrances or restriction will not materially affect the ability of the Issuers restrictions contained in agreements relating to make any anticipated principal or interest payments on the SecuritiesIndebtedness Incurred by Restricted Subsidiaries in connection with Special Purpose Transactions.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except: (i1) with respect to clauses (a), (b) and (c), (A) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Issue Date and any encumbrance or restriction pursuant to any agreement governing Bank Indebtedness(including the Credit Facility); (iiB) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide for the purpose of providing all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iiiC) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(iA) or (c)(iiB) of this clause (1) of this Section 4.05 or this clause (iiiC) or contained in any amendment to an agreement referred to in clause (c)(iA) or (c)(iiB) of this clause (1) of this Section 4.05 or this clause (iiiC); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendmentamendment are no less favorable, taken as a whole, are not materially less favorable to the Holders Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (ivD) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (viE) customary provisions in joint venture agreements; providedwith respect to any Foreign Subsidiary, however, that (1) such any encumbrance or restriction is applicable only contained in the terms of any Indebtedness, or any agreement pursuant to which such Restricted SubsidiaryIndebtedness was issued, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.if:

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except: (1) with respect to clauses (a), (b) and (c) of this Section 4.05, (i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessIssue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(ii) or (c)(iiii) of clause (1) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(ii) or (c)(iiii) of clause (1) of this Section 4.05 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable to the Holders Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (iv) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi2) with respect to clause (c) of this Section 4.05 only, any restriction or encumbrance (A) contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages; (B) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract; (C) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (D) on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (E) imposed by customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) similar agreements that restrict the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability transfer of the Issuers to make any anticipated principal or interest payments on in the Securitiesjoint venture.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the CompanyCompany or any of its Restricted Subsidiaries, (b) make any loans or advances to the Company or any of its Restricted Subsidiaries or (c) transfer any of its property or assets to the CompanyCompany or any of its Restricted Subsidiaries, except: (i) any encumbrance or restriction pursuant to applicable law law, regulation, order or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessDate; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(ic) (i) or (c)(iic) (ii) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(i) or (c)(ii) of this Section 4.05 or this clause (iii); provided, however, that the encumbrances and restrictions contained in any agreement or amendment relating to such Refinancing agreement or amendment, taken as a whole, are not materially no less favorable to the Holders than the encumbrances and restrictions contained in such predecessor agreementsthe agreements relating to the Indebtedness so Refinanced; (iv) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, contract or (2) that is contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (vi) contracts for the sale of assets containing customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) agreements for the sale of assets containing customary restrictions with respect to such assets; (viii) restrictions relating to the common stock of Unrestricted Subsidiaries or Persons other than Subsidiaries; (ix) encumbrances or restrictions existing under or by reason of provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (x) encumbrances or restrictions existing under or by reason of restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (vixi) customary provisions in joint venture agreements; provided, however, that (1) such any encumbrance or restriction is applicable existing under or by reason of a Receivables Facility or other contractual requirements of a Receivables Facility permitted pursuant to Section 4.03; provided that such restrictions apply only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the SecuritiesReceivables Facility.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall Parent will not, and shall will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to: (a) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company, Parent or any Restricted Subsidiary; (b) make any loans or advances to the Company Parent or any Restricted Subsidiary; or (c) transfer any of its property or assets to the CompanyParent or any Restricted Subsidiary, except: (i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessDate; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company Parent or another Restricted Subsidiary (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the CompanyParent) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 4.05(c) or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 4.05(c) or this clause (iii); provided, however, that the encumbrances and restrictions contained in any such Refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable to the Holders than the encumbrances and restrictions contained in such predecessor agreements; (iv) in the case of this clause (c), any encumbrance or restriction restriction (1A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or or (2B) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements;; and (v) with respect to a Restricted Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company Borrower shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to: (a1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company, Borrower; (b2) make any loans or advances to the Company or Borrower; or (c3) transfer any of its property or assets to the CompanyBorrower, except: (iA) any encumbrance or restriction pursuant to applicable law law, rule, regulation or order or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessRestatement Date; (iiB) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company Borrower (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the CompanyBorrower) and outstanding on such date; (iiiC) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(iSection 6.03(3)(A) or (c)(iiSection 6.03(3)(B) of or this Section 4.05 or this clause (iii6.03(3)(C) or contained in any amendment to an agreement referred to in clause (c)(iSection 6.03(3)(A) or (c)(iiSection 6.03(3)(B) of or this Section 4.05 or this clause (iii6.03(3)(C); provided, however, that the encumbrances and restrictions contained in any such Refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable in any material respect to the Holders Lenders than the encumbrances and restrictions contained in such predecessor agreements; (ivD) in the case of clause (cSection 6.03(3), any encumbrance or restriction restriction: (1i) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract; or (2ii) contained in mortgages, pledges and other security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (vE) with respect to a Restricted Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and; (viF) customary provisions any encumbrance or restriction existing under or by reason of Indebtedness or other contractual requirements of a Receivables Entity or any other party to a Qualified Receivables Transaction in joint venture agreementsconnection with a Qualified Receivables Transaction; provided, however, that such restrictions apply only to such Receivables Entity or such other party, as applicable; (1G) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 6.03(3); (H) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements; (I) restrictions on cash or other deposits or net worth imposed by customers, suppliers or, in the ordinary course of business, other third parties; and (J) with respect to any Foreign Restricted Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness, or any agreement pursuant to which such Indebtedness was issued, if: (i) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) at the time such Indebtedness is Incurred, such encumbrance or restriction is applicable only not expected to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the Borrower’s ability of the Issuers to make any anticipated principal or interest payments on the SecuritiesObligations, as determined in good faith by a Financial Officer of the Borrower, whose determination shall be conclusive.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except: (i1) with respect to clauses (a), (b) and (c), (A) any encumbrance or restriction pursuant to applicable law or an agreement of CB Richard Ellis Services or any of its Subsidiaries in effect at or entered ▇▇▇▇▇▇▇ into on the Closing Issue Date and or, in the case of the Credit Agreement, as in effect on the Merger Date; (B) any encumbrance or restriction contained in the terms of any Indebtedness Incurred pursuant to Section 4.03(b)(15) or any agreement governing Bank Indebtednesspursuant to which such Indebtedness was issued if (x) either (i) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement or (ii) the Company determines at the time any such Indebtedness is Incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Securities and (y) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings or agreements (as determined by the Board of Directors in good faith); (iiC) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iiiD) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause Section 4.05(1) (c)(iA), (B) or (c)(iiC) of this Section 4.05 or this clause (iiiD) or contained in any amendment to an agreement referred to in clause Section 4.05(1)(A), (c)(iB) or (c)(iiC) of this Section 4.05 or this clause (iiiD); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable to the Holders Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements;; and (ivE) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject pursuant to a lease, license or similar contract, or applicable law; and (2) with respect to clause (c) only, (A) any such encumbrance or restriction consisting of customary non- assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (B) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts restrictions restrict the transfer of the property subject to such security agreementsagreements or mortgages; (vC) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; and (D) any restriction with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except: (i1) any encumbrance or restriction pursuant to applicable law or any applicable rule, regulation or order or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessIssue Date; (ii2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iii3) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(i1) or (c)(ii2) of this Section 4.05 4.06 or this clause (iii3) of this Section 4.06 or contained in any amendment to an agreement referred to in clause (c)(i1) or (c)(ii2) of this Section 4.05 4.06 or this clause (iii)3) of this Section 4.06; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable to the Holders Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (iv4) any such encumbrance or restriction consisting of customary non assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (5) in the case of clause (c)) above, any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts restrictions restrict the transfer of the property subject to such security agreementsagreements or mortgages; (v6) any restriction with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (7) any restriction on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) encumbrances and restrictions contained in the agreements evidencing other Indebtedness of Restricted Subsidiaries permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.04; provided, however, that the encumbrances or restrictions apply only in the event of and during the continuance of a default contained in such Indebtedness or agreement; and (vi9) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) other similar agreements entered into in the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability ordinary course of the Issuers to make any anticipated principal or interest payments on the Securitiesbusiness.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary, (b) pay any Indebtedness or other obligations owed to the Company, (bc) make any loans or advances to the Company or (cd) to transfer any of its property or assets to the Company, except: (i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessIssue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 10.19 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 10.19 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable to the Holders Noteholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (iv) any such encumbrance or restriction consisting of customary non-assignment provisions in leases to the extent such provisions restrict the transfer of the lease or sublease or the property leased or subleased thereunder or in purchase money financings; (v) in the case of clause (c)d) above, any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts restrictions restrict the transfer of the property subject to such security agreementsagreements or mortgages; (vvi) encumbrances or restrictions imposed by operation of applicable law; and (vii) any restriction with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and Holdings shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the CompanyCompany or any Restricted Subsidiary, (b) make any loans or advances to the Company or any Restricted Subsidiary or (c) transfer any of its property or assets to the CompanyCompany or any Restricted Subsidiary, except: (i1) with respect to clauses (a), (b) and (c), (A) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on or prior to the Closing Separation Date substantially on the terms and any encumbrance or restriction pursuant to any agreement governing Bank Indebtednessthe extent described in the Offering Memorandum, including the Senior Credit Agreement and the Spin-Off Documents; (iiB) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company Holdings (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the CompanyHoldings) and outstanding on such date; (iiiC) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(iSection 4.05(1)(A) or (c)(iiB) of this Section 4.05 or this clause (iiiC) or contained in any amendment to an agreement referred to in clause (c)(iSection 4.05(1)(A) or (c)(iiB) of this Section 4.05 or this clause (iiiC); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendmentamendment are not materially less favorable, taken as a whole, are not materially less favorable to the Holders Company (as determined by the Board of Directors in its reasonable and good faith judgment) than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (ivD) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (E) any encumbrance or restriction pursuant to an agreement or instrument relating to any property or assets acquired after the Issue Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not created in anticipation of such acquisition; (F) any encumbrance or restriction pursuant to applicable law, rule, regulation or order; (G) restrictions on cash, cash equivalents, Temporary Cash Investments or other deposits or net worth imposed under contracts entered into the ordinary course of business, including such restrictions imposed by customers, suppliers, landlords or insurance, surety or bonding companies; (H) any encumbrance or restriction with respect to a Foreign Subsidiary entered into in the ordinary course of business or pursuant to the terms of Indebtedness that was Incurred by such Foreign Subsidiary in compliance with the terms of this Indenture; (I) provisions contained in any license, permit or other accreditation with a regulatory authority entered into the ordinary course of business; (J) provisions in agreements or instruments which prohibits the payment or making of dividends or other distributions other than on a pro rata basis; (K) customary provisions in organizational documents, joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into (i) in the ordinary course of business or (ii) with the approval of the Board of Directors; and (viL) any encumbrance or restrictions existing under or by reason of any agreements governing other Indebtedness permitted to be incurred under Section 4.03 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially more restrictive, taken as a whole, than those permitted in (y) this Indenture, the Securities and the Guarantees or (z) agreements governing Indebtedness outstanding on the Issue Date, in each case as determined by the Company in its reasonable and good faith judgment. (2) with respect to clause (c) only, (A) any encumbrance or restriction consisting of customary nonassignment provisions in joint venture agreementsleases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; provided, however, that and (1B) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction is applicable only restricts the transfer of the property subject to such Restricted Subsidiary, (2) the encumbrance security agreements or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securitiesmortgages.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company Goodyear shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to: (a1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company, Goodyear; (b2) make any loans or advances to the Company or Goodyear; or (c3) transfer any of its property or assets to the CompanyGoodyear, except: (iA) any encumbrance or restriction pursuant to applicable law law, rule, regulation or order or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessEffective Date; (iiB) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company Goodyear (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the CompanyGoodyear) and outstanding on such date; (iiiC) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(iSection 6.03(3)(A) or (c)(iiSection 6.03(3)(B) of or this Section 4.05 or this clause (iii6.03(3)(C) or contained in any amendment to an agreement referred to in clause (c)(iSection 6.03(3)(A) or (c)(iiSection 6.03(3)(B) of or this Section 4.05 or this clause (iii6.03(3)(C); provided, however, that the encumbrances and restrictions contained in any such Refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable in any material respect to the Holders Lenders than the encumbrances and restrictions contained in such predecessor agreements; (ivD) in the case of clause (cSection 6.03(3), any encumbrance or restriction restriction: (1i) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract; or (2ii) contained in mortgages, pledges and other security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (vE) with respect to a Restricted Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and; (viF) customary provisions any encumbrance or restriction existing under or by reason of Indebtedness or other contractual requirements of a Receivables Entity in joint venture agreementsconnection with a Qualified Receivables Transaction; provided, however, that such restrictions apply only to such Receivables Entity; (1G) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 6.03(3); (H) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements; (I) restrictions on cash or other deposits or net worth imposed by customers, suppliers or, in the ordinary course of business, other third parties; and (J) with respect to any Foreign Restricted Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness, or any agreement pursuant to which such Indebtedness was issued, if: (i) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) at the time such Indebtedness is Incurred, such encumbrance or restriction is applicable only not expected to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the Goodyear's ability of the Issuers to make any anticipated principal or interest payments on the SecuritiesObligations, as determined in good faith by a Financial Officer of Goodyear, whose determination shall be conclusive.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability right of any Restricted Subsidiary to to: (a1) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock Stock, or pay any Indebtedness Debt or other obligations owed obligation owed, to the Company, Company or any other Restricted Subsidiary; (b2) make any loans or advances to the Company or any other Restricted Subsidiary; or (c3) transfer any of its property or assets Property to the Company, exceptCompany or any other Restricted Subsidiary. (b) The foregoing limitations will not apply: (i1) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank Indebtedness; (ii) any encumbrance or restriction with respect to clauses (1), (2) and (3) of paragraph (a), to restrictions (A) in effect on the Issue Date, (B) relating to Debt of a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such and existing at the time it became a Restricted Subsidiary prior to the date on which if such Restricted Subsidiary restriction was acquired by the Company (other than Indebtedness Incurred as consideration in, not created in contemplation of, connection with or to provide all or any portion in anticipation of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date;, (iiiC) relating to the Senior Credit Facility, (D) created in connection with any encumbrance Receivables Facility that, in the good faith determination of the Board of Directors of the Company, are necessary or restriction pursuant advisable to an agreement effecting a effect such Receivables Facility, or (E) that result from the Refinancing of Indebtedness Incurred Debt incurred pursuant to an agreement referred to in clause (c)(i1)(A), (B) or (c)(iiC) of this Section 4.05 above or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(i2)(A) or (c)(iiB) of this Section 4.05 or this clause (iii); providedbelow, however, that the encumbrances and restrictions contained in any PROVIDED such Refinancing agreement or amendment, taken as a whole, are not materially restriction is no less favorable to the Holders holders of Notes than those under the encumbrances and restrictions contained in such predecessor agreements;agreement evidencing the Debt so Refinanced; and (iv) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) with respect to a clause (a)(3) only, to restrictions (A) relating to Debt that is permitted to be incurred and secured without also securing the Notes or the applicable Subsidiary Guarantee pursuant to Sections 4.06 and 4.09 that limit the right of the debtor to dispose of the Property securing such Debt, (B) encumbering Property at the time such Property was acquired by the Company or any Restricted Subsidiary, any so long as such restriction imposed pursuant relates solely to an agreement entered into for the sale Property so acquired and was not created in connection with or disposition of all or substantially all the Capital Stock or assets in anticipation of such Restricted Subsidiary acquisition, (C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) customarily contained in asset sale agreements limiting the transfer of such Property pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securitiessale.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except: (i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessIssue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement evidencing Indebtedness Incurred without violation of this Indenture or effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 covenant or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 covenant or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing agreement, refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable to the Holders Securityholders than the encumbrances and EXHIBIT 4.1 restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (iv) any such encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (v) in the case of clause (c)) above, any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts restrictions restrict the transfer of the property subject to such security agreements;agreements or mortgages; and (vvi) any restriction with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company Borrower shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to: (a1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company, Borrower; (b2) make any loans or advances to the Company or Borrower; or (c3) transfer any of its property or assets to the CompanyBorrower, except: (iA) any encumbrance or restriction pursuant to applicable law law, rule, regulation or order or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessRestatement Date; (iiB) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company Borrower (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the CompanyBorrower) and outstanding on such date; (iiiC) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(iSection 6.03(3)(A) or (c)(iiSection 6.03(3)(B) of or this Section 4.05 or this clause (iii6.03(3)(C) or contained in any amendment to an agreement referred to in clause (c)(iSection 6.03(3)(A) or (c)(iiSection 6.03(3)(B) of or this Section 4.05 or this clause (iii6.03(3)(C); provided, however, that the encumbrances and restrictions contained in any such Refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable in any material respect to the Holders Lenders than the encumbrances and restrictions contained in such predecessor agreements; (ivD) in the case of clause (cSection 6.03(3), any encumbrance or restriction restriction: (1i) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract; or (2ii) contained in mortgages, pledges and other security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (vE) with respect to a Restricted Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and; (viF) customary provisions any encumbrance or restriction existing under or by reason of Indebtedness or other contractual requirements of a Receivables Entity in joint venture agreementsconnection with a Qualified Receivables Transaction; provided, however, that such restrictions apply only to such Receivables Entity; (1G) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 6.03(3); (H) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements; (I) restrictions on cash or other deposits or net worth imposed by customers, suppliers or, in the ordinary course of business, other third parties; and (J) with respect to any Foreign Restricted Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness, or any agreement pursuant to which such Indebtedness was issued, if: (i) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) at the time such Indebtedness is Incurred, such encumbrance or restriction is applicable only not expected to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the Borrower's ability of the Issuers to make any anticipated principal or interest payments on the SecuritiesObligations, as determined in good faith by a Financial Officer of the Borrower, whose determination shall be conclusive.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Neither the Company nor the Issuer shall, nor shall not, and shall not the Company permit any other Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) to pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the CompanyCompany or the Issuer, (b) to make any loans or advances to the Company or the Issuer or (c) to transfer any of its property or assets to the CompanyCompany or the Issuer, except: : (i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank Indebtedness; Issue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; ; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 covenant or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 covenant or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable to the Holders Noteholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; ; (iv) any such encumbrance or restriction consisting of customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (v) in the case of clause (c)) above, any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts restrictions restrict the transfer of the property subject to such security agreements; agreements or mortgages; and (vvi) any restriction with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the CompanyCompany or a Restricted Subsidiary, (b) to make any loans or advances to the Company or a Restricted Subsidiary or (c) to transfer any of its property or assets to the CompanyCompany or a Restricted Subsidiary, except: : (i) any encumbrance or restriction in the Credit Agreement on the Issue Date or pursuant to applicable law or an any other agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank Indebtedness; Issue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; ; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 covenant or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 covenant or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable to the Holders Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; ; (iv) any such encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (v) in the case of clause (c)) above, any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts restrictions restrict the transfer of the property subject to such security agreements; agreements or mortgages; and (vvi) any restriction with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the CompanyCompany or a Restricted Subsidiary, (b) make any loans or advances to the Company or a Restricted Subsidiary or (c) transfer any of its property or assets to the CompanyCompany or a Restricted Subsidiary, except: (i1) with respect to clauses (a), (b) and (c), (A) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessIssue Date; (iiB) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iiiC) any encumbrance or restriction pursuant to an agreement effecting a an amendment, modification, restatement, renewal, replacement or Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(iSection 4.09(1)(A) or (c)(ii4.09(1)(B) of this Section 4.05 or this clause (iiiC) or contained in any amendment to an agreement referred to in clause (c)(iSection 4.09(1)(A) or (c)(ii4.09(1)(B) of this Section 4.05 or this clause (iiiC); providedPROVIDED, howeverHOWEVER, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable to the Holders Noteholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (ivD) in the case of clause (c), any encumbrance or restriction arising under any applicable law, rule, regulation or order; and (1E) any encumbrance or restriction that restricts (i) arises pursuant to the terms of any agreement entered into in connection with any Qualified Receivables Transaction and (ii) applies only to a Receivables Subsidiary; and (2) with respect to clause (c) only, (A) any encumbrance or restriction consisting of a customary manner the subletting, assignment or transfer of any property or asset that is subject to nonassignment provision in a lease, license or similar contract, or ordinary course of business agreement; (2B) any restriction contained in a security agreements agreement or mortgage securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements;agreement or mortgage; and (vC) any restriction with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except: (i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Issue Date (including this Indenture, the agreements governing the Credit Facilities and any encumbrance or restriction pursuant to any agreement the indenture governing Bank Indebtednessthe Existing AMI Notes and the Guarantees thereof); (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings of the Indebtedness Incurred pursuant to an agreement referred to in clause (c)(i) or (c)(ii) any of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(i) or (c)(ii) of this Section 4.05 or this clause (iii); provided, however, that the encumbrances foregoing clauses and restrictions contained in any Indebtedness incurred after the date hereof in accordance with the terms of this Indenture; provided that such Refinancing agreement amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or amendment, taken as a whole, Refinancings are not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the applicable instrument governing such Indebtedness as in effect on the date of this Indenture; provided that, with respect to any agreement governing such other Indebtedness, the provisions relating to such encumbrance or restriction are no less favorable to the Holders Company in any material respect as determined by the Company in its reasonable and good faith judgment than the encumbrances and restrictions provisions contained in such predecessor agreementsthe Credit Agreement as in effect on April 23, 2002; (iv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the case ordinary course of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreementsbusiness; (v) any such encumbrance or restriction consisting of customary non-assignment provisions in contracts or in leases governing leasehold interest and in intellectual property contracts and licenses; (vi) any restriction with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the assets (including Capital Stock or assets Stock) of such Restricted Subsidiary permitted by this Indenture pending the closing of such sale or disposition; (vii) any restriction arising under applicable law, regulation or order; (viii) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (ix) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; and (vix) customary provisions restrictions contained in joint venture agreements relating to Indebtedness incurred in connection with the Note Refinancing and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings of such agreements; providedprovided that such agreements, howeveramendments, that (1) such encumbrance modifications, restatements, renewals, increases, supplements, refundings, replacements or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is Refinancings are not materially more disadvantageous restrictive with respect to such dividend and other payment restrictions than those contained in this Indenture as determined by the Holders than is customary in comparable agreements and (3) Board of Directors of the Company reasonably determines that any in its reasonable and good faith judgment and such encumbrance or restriction will not materially affect the ability determination is evidenced by a resolution of the Issuers to make any anticipated principal or interest payments on the SecuritiesBoard of Directors.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to: (a) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company, ; (b) make any loans or advances to the Company or Company; or (c) transfer any of its property or assets to the Company, except: (i) any encumbrance or restriction pursuant to applicable law law, rule, regulation or order or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessDate; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company or any Restricted Subsidiary (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 3.08 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 3.08 or this clause (iii); provided, however, that the encumbrances and restrictions contained in any such Refinancing agreement or amendment, taken as a whole, are not materially less favorable to the Holders than the encumbrances and restrictions contained in such predecessor agreements; (iv) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or ; (2) contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreementsagreements or mortgages; or (3) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that does not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary thereof in any manner material to the Company or any Restricted Subsidiary thereof; (v) any encumbrance or restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (vi) with respect to a Restricted Subsidiary, any encumbrance or restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and; (vivii) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements; provided, howeverasset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (viii) any encumbrance or restriction existing under, by reason of or with respect to Indebtedness Incurred by any Subsidiary Guarantor permitted to be Incurred under Section 3.06, provided that the Board of Directors determines (1as evidenced by a resolution of the Board of Directors) in good faith at the time such Indebtedness is Incurred that such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is would not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect impair the ability of the Issuers Company to make any anticipated payments of interest and principal or interest payments on the SecuritiesNotes when due; or (ix) existing under, by reason of or with respect to Indebtedness Incurred by Foreign Subsidiaries permitted to be Incurred under Section 3.06.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations indebtedness owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except: (1) with respect to clauses (a), (b) and (c), (i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessIssue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(ii) or (c)(iiii) of clause (1) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(ii) or (c)(iiii) of clause (1) of this Section 4.05 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable to the Holders Noteholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (iv) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (v) any encumbrance or restriction existing under or by reason of applicable law; and (vi) customary provisions in joint venture agreementsany encumbrance or restriction imposed pursuant to an agreement entered into for the sale or disposition of assets permitted by Section 4.06; provided, however, that (1) such encumbrance or restriction is applicable applies only to the assets that are the subject of such Restricted Subsidiary, agreement; and (2) the with respect to clause (c) only, (i) any encumbrance or restriction is not materially more disadvantageous consisting of customary nonassignment or no subletting provisions in leases governing leasehold interests to the Holders than is customary extent such provisions restrict the transfer of the lease or the property leased thereunder; and (ii) any encumbrance or restriction contained in comparable security agreements and (3) or mortgages securing Indebtedness of a Restricted Subsidiary to the Company reasonably determines that any extent such encumbrance or restriction will not materially affect restricts the ability transfer of the Issuers property subject to make any anticipated principal such security agreements or interest payments on the Securitiesmortgages.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Neither the Company nor the Issuer shall, nor shall not, and shall not the Company permit any other Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) to pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the CompanyCompany or the Issuer, (b) to make any loans or advances to the Company or the Issuer or (c) to transfer any of its property or assets to the CompanyCompany or the Issuer, except: : (i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank Indebtedness; Issue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; ; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 covenant or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 covenant or this clause (iii); providedPROVIDED, howeverHOWEVER, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable to the Holders Noteholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; ; (iv) any such encumbrance or restriction consisting of customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (v) in the case of clause (c)) above, any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts restrictions restrict the transfer of the property subject to such security agreements; agreements or mortgages; (vvi) any restriction with respect to the Guaranteed Notes, any defeasance trust or the Debt Service Reserve Account; and (vii) any restriction with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the CompanyCompany or any other Restricted Subsidiary, (b) make any loans or advances to the Company or any other Restricted Subsidiary or (c) transfer any of its property or assets to the CompanyCompany or any other Restricted Subsidiary, except: (i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessIssue Date, including the Credit Agreement; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable to the Holders Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (iv) any such encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (v) in the case of clause (c)) above, any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts restrictions restrict the transfer of the property subject to such security agreements;agreements or mortgages; and (vvi) any restriction with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ai) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations obligation owed to the Company, (bii) make any loans or advances to the Company or (ciii) transfer any of its property or assets to the CompanyCompany or any Restricted Subsidiary, except: (i1) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Issue Date and any encumbrance or restriction (including pursuant to any agreement governing Bank Indebtednessthe New Credit Facility); (ii2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary and outstanding on such date (other than Indebtedness Incurred as consideration inin connection with, or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such dateCompany or a Restricted Subsidiary); (iii3) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(i1) or (c)(ii2) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(i1) or (c)(ii2) of this Section 4.05 or this clause (iii)Section; provided, however, that the encumbrances and restrictions contained in any such Refinancing refinancing agreement or amendment, taken as a whole, amendment are not materially less favorable to the Holders Senior Noteholders than the encumbrances and restrictions contained in any such predecessor agreementsagreement as determined in good faith by the Company and evidenced by an Officers' Certificate; (iv4) in the case of clause (ciii), any encumbrance or restriction (1A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (B) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture or (2C) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts restrictions restrict the transfer of the property subject to such security agreements; (v5) any restriction with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and; (vi6) any encumbrance or restriction arising under or by reason of applicable law; (7) any encumbrance or restriction contained in the Indenture; (8) customary provisions in joint venture agreements; providedagreements relating solely to the securities, however, that assets and revenues of such joint venture or other business venture; (19) such any encumbrance or restriction is applicable only to secured Indebtedness otherwise permitted to be Incurred under the Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness; (10) customary net worth provisions contained in leases and other agreements entered into by a Restricted Subsidiary in the ordinary course of business; and (11) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all of the Capital Stock or assets of such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability right of any Restricted Subsidiary to to: (a1) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock Stock, or pay any Indebtedness Debt or other obligations owed obligation owed, to the Company, Company or any other Restricted Subsidiary; (b2) make any loans or advances to the Company or any other Restricted Subsidiary; or (c3) transfer any of its property or assets Property to the Company, exceptCompany or any other Restricted Subsidiary. (b) The limitations set forth in subsection (a) of this Section 1010 will not apply: (i1) any encumbrance or restriction with respect to clauses (1), (2) and (3) of subsection (a) of this Section 1010, to restrictions: (A) in effect on the Issue Date (and restrictions pursuant to applicable law or an agreement in effect at or entered into on the Closing Date Notes, the Notes Guarantees, this Indenture, the 2010 Notes, the 2010 Notes Guarantees, the 2010 Indenture and any encumbrance or restriction pursuant to any agreement governing Bank Indebtednessthe Senior Credit Facility); (iiB) any encumbrance or restriction with respect to imposed on a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such and existing at the time it became a Restricted Subsidiary prior to the date on which if such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, restrictions were not created in contemplation of, connection with or to provide all or any portion in anticipation of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iiiC) any encumbrance that result from the Refinancing or restriction pursuant to an agreement effecting a subsequent Refinancing of Indebtedness Debt Incurred pursuant to an agreement agreement, instrument or contract referred to in clause subclause (c)(iA), (B), (E), (F), (H), (I), (J) or (c)(iiK) of this clause (1) of subsection (b) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(i) or (c)(ii) of this Section 4.05 or this clause (iii); provided1010, however, provided that the encumbrances and restrictions contained in existing under or by reason of any such Refinancing agreement agreement, instrument or amendmentcontract are not materially less favorable, taken as a whole, are not materially less favorable to the Holders than those under the encumbrances agreement evidencing the Debt so Refinanced; (D) existing by virtue of, or arising under, applicable law, regulation, order, approval, license, permit, grant or similar restriction, in each case issued or imposed by a governmental authority; (E) under any agreement, instrument or contract affecting Property or a Person at the time such Property or Person was acquired by the Company or any Restricted Subsidiary, so long as such restriction relates solely to the Property or Person so acquired and was not created in connection with or in anticipation of such acquisition; (F) under or in connection with any joint venture agreements, partnership agreements, stock sale agreements, asset sale agreements and other similar agreements, provided that any such agreements are entered into in the ordinary course of business and in good faith and that such restrictions contained in are reasonably customary for such predecessor agreements; (ivG) under any customary provisions with respect to cash or other deposit or net worth requirements under agreements, instruments or contracts entered into in the case ordinary course of business and consistent with past practices; (H) under any agreement entered into in connection with the Incurrence of Debt of the type described in clause (c)j) of the definition of “Permitted Debt;” (I) under any customary provisions under any agreements, instruments or contracts relating to any encumbrance Receivables Program; (J) under any customary provisions under any agreements, instruments or contracts relating to any Synthetic Lease of the Office Campus; (K) under any agreement, instrument or contract relating to Debt that is permitted under Section 1008 to be Incurred pursuant to clause (b) of the definition of “Permitted Debt;” (L) under any agreement, instrument or contract entered into in connection with any transactions relating to tax planning strategies of the Company and its Restricted Subsidiaries; provided that all such transactions are between or among Restricted Subsidiaries, the Company and any trustee, transfer agent or escrow agent relating to such tax planning strategies, or any combination of the foregoing parties; and (M) any restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any with respect to property or asset that is assets subject to a lease, license or similar contract, or Permitted Lien imposed by the secured party. (2) only with respect to clause (3) of subsection (a) of this Section 1010 to: (A) customary provisions restricting subletting or assignment of leases or customary provisions in licenses or other agreements that restrict assignment of such agreements or rights thereunder; (B) customary provisions restricting the sale or other disposition of Property contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts limiting the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary Property pending the closing of such sale or dispositionsale; and (viC) customary provisions restrictions on the sale or other disposition of Property acquired, constructed, improved or leased (and any additions, parts, attachments, fixtures, leasehold improvements, proceeds, improvements or accessions related thereto) in joint venture agreements; providedwhole or in part under any agreement, however, that instrument or contract relating to Debt permitted under Section 1008 to be Incurred under clause (1c) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securitiesdefinition of “Permitted Debt.”

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except: (i) any encumbrance or restriction pursuant to applicable law or an agreement agreement, including the Credit Agreement, in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessIssue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or any of its Restricted Subsidiaries (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the CompanyCompany or any of its Restricted Subsidiaries) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement (A) evidencing Indebtedness Incurred without violation of this Indenture or (B) effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 or this clause (iii); provided, however, that in the case of clauses (A) and (B), the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing agreement or amendmentamendment are no more restrictive in any material respect, taken as a wholedetermined in good faith by the Board of Directors, are not materially less favorable to the Holders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements of such predecessor agreementsRestricted Subsidiary in effect at, or entered into on, the Issue Date; (iv) any such encumbrance or restriction consisting of customary non assignment or subletting provisions contained in leases and other contracts entered into in the ordinary course of business and consistent with past practices; (v) in the case of clause (c)) above, any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) restrictions contained in security agreements agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts restrictions restrict the transfer of the property subject to such security agreements, mortgages or similar documents; (vvi) any restriction with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (vii) any encumbrance or restriction arising under applicable law; and (viviii) customary provisions in joint venture agreements; provided, however, that (1) such any encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or consisting of any restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securitiessale or other disposition of assets or property securing Indebtedness as a result of a Lien permitted to be Incurred under this Indenture on such asset or property.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company Borrower shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to: (a) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company, Borrower; (b) make any loans or advances to the Company or Borrower; or (c) transfer any of its property or assets to the CompanyBorrower, except: (i) any encumbrance or restriction pursuant to applicable law law, rule, regulation or order or an agreement in effect at or entered into on the Indenture Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessDate; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company Borrower (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the CompanyBorrower) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(iSection 5.05(c)(i) or (c)(iiSection 5.05(c)(ii) of or this Section 4.05 or this clause (iii5.05(c)(iii) or contained in any amendment to an agreement referred to in clause (c)(iSection 5.05(c)(i) or (c)(iiSection 5.05(c)(ii) of or this Section 4.05 or this clause (iii5.05(c)(iii); provided, however, that the encumbrances and restrictions contained in any such Refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable in any material respect to the Holders Lenders than the encumbrances and restrictions contained in such predecessor agreements; (iv) in the case of clause (cSection 5.05(c), any encumbrance or restriction restriction (1A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract, or (2B) contained in mortgages, pledges and other security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and; (vi) customary provisions any encumbrance or restriction existing under or by reason of Indebtedness or other contractual requirements of a Receivables Entity in joint venture agreementsconnection with a Qualified Receivables Transaction; provided, however, that such restrictions apply only to such Receivables Entity; (1vii) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 5.05(c); (viii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements; (ix) restrictions on cash or other deposits or net worth imposed by customers, suppliers or, in the ordinary course of business, other third parties; and (x) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness, or any agreement pursuant to which such Indebtedness was issued, if: (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, or (B) at the time such Indebtedness is Incurred, such encumbrance or restriction is applicable only not expected to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the Borrower’s ability of the Issuers to make any anticipated principal or interest payments on the SecuritiesLoans, as determined in good faith by a Financial Officer of the Borrower, whose determination shall be conclusive.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except: (i) with respect to clauses (a), (b) and (c): (A) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Issue Date (including the Credit Agreement in effect on the Issue Date, this Indenture, the Securities and any encumbrance or restriction pursuant to any agreement governing Bank Indebtednessthe Guarantees); (iiB) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iiiC) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(iSections 4.05(i)(A) or (c)(iiB) of this Section 4.05 or this clause (iiiC) or contained in any amendment to an agreement referred to in clause (c)(iSection 4.05(i)(A) or (c)(iiB) of this Section 4.05 or this clause (iiiC); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable to the Holders Company (as reasonably determined by the Company in good faith) than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (ivD) in the case of clause (c), any encumbrance or restriction with respect to (1i) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary or (ii) a business unit, division, product line or line of business or other assets in a transaction permitted under Section 4.06, in each case pending the closing of such sale or disposition; and; (viE) any encumbrance or restriction pursuant to applicable law, rule, regulation or order (F) provisions contained in any approval, license or permit with a regulatory authority, in each case entered into the ordinary course of business; (G) restrictions on cash, cash equivalents, Temporary Cash Investments or other deposits or net worth imposed under contracts entered into the ordinary course of business, including such restrictions imposed by customers or insurance, surety or bonding companies; (H) any encumbrance or restriction with respect to a Foreign Subsidiary entered into the ordinary course of business or pursuant to the terms of Indebtedness that was Incurred by such Foreign Subsidiary in compliance with the terms of this Indenture; (I) provisions contained in any license, permit or other accreditation with a regulatory authority entered into the ordinary course of business; (J) provisions in agreements or instruments which prohibits the payment or making of dividends or other distributions other than on a pro rata basis; (K) customary provisions in joint venture agreementsagreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered in the ordinary course of business (including in the case of NCR Manaus, restrictions and conditions set forth in the Brazil Transaction Documents); provided, however, and (L) any encumbrance or restriction contained in the terms of any agreement under which Indebtedness is permitted to be Incurred after the Issue Date pursuant to Section 4.03 if (x) either (i) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement or (ii) the Company reasonably determines in good faith at the time any such Indebtedness is Incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that (1) any such encumbrance or restriction shall not materially affect the Company’s ability to make principal or interest payments on the Securities and any other Indebtedness that is applicable only to such Restricted Subsidiary, an obligation of the Company and (2y) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings or agreements and (3) as reasonably determined by the Company reasonably determines that in good faith). (ii) with respect to clause (c) only: (A) any encumbrance or restriction consisting of customary provisions in leases and other agreements to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (B) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction will not materially affect restricts the ability transfer of the Issuers property subject to make such security agreements or mortgages; (C) any anticipated principal encumbrance or interest payments on restriction contained in any Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.03 and 4.13 that limits the Securitiesright of the debtor to dispose of the assets securing such Indebtedness; (D) any encumbrance or restriction contained in any agreement relating to Purchase Money Indebtedness permitted by Section 4.03 if such restrictions or conditions apply only to the assets securing such Indebtedness; and (E) any encumbrance or restriction consisting of customary non-assignment provisions in a lease, license or similar contract, in each case entered into in the ordinary course of business.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to to: (ai) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations obligation owed to the Company, ; 52 45 (bii) make any loans or advances to the Company or Company; or (ciii) transfer any of its property or assets to the Company, ; except: (ia) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessIssue Date, including the Credit Agreement; (iib) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred or Preferred Stock issued and outstanding by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness Incurred or Preferred Stock issued as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of the Company or was otherwise acquired by the Company) and outstanding on such date); (iiic) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without violation of the Indenture or effecting a Refinancing refinancing of Indebtedness Incurred issued pursuant to an agreement referred to in clause clauses (c)(ia) or (c)(iib) of this Section 4.05 or this clause (iiic) or contained in any amendment to an agreement referred to in clause clauses (c)(ia) or (c)(iib) of this Section 4.05 or this clause (iiic); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, are not materially no less favorable to the Holders in any material respect, as determined in good faith by the senior management of the Company or Board of Directors of the Company, than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreementsagreements in effect at, or entered into on, the Issue Date; (ivd) in the case of clause (c)iii) of this Section 4.05, any encumbrance or restriction (1A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license license, conveyance or contract or similar contractproperty or asset, (B) by 53 46 virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture, (2C) that is included in a licensing agreement to the extent such restrictions limit the transfer of the property subject to such licensing agreement or (D) arising or agreed to in the ordinary course of business and that does not, individually or in the aggregate, detract from the value of property or assets of the Company or any of its Subsidiaries in any manner material to the Company or any such Restricted Subsidiary as determined in good faith by the senior management of the Company; (e) in the case of clause (iii) of this Section 4.05, restrictions contained in security agreements agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts restrictions restrict the transfer of the property subject to such security agreements; (vf) any restriction with respect to such a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and; (vig) customary provisions in joint venture agreementsany encumbrance or restriction imposed solely upon a Foreign Subsidiary; provided, however, that (1) immediately after giving effect to such encumbrance or restriction is applicable only to such Restricted Subsidiaryrestriction, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance would be able to Incur at least $1.00 of Indebtedness pursuant to Section 4.03(a); and (h) encumbrances or restriction will not materially affect the ability restrictions arising or existing by reason of the Issuers to make any anticipated principal or interest payments on the Securitiesapplicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company Borrower shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Borrower or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the CompanyBorrower, (b) make any loans or advances to the Company Borrower or (c) transfer any of its property or assets to the CompanyBorrower, except: (i1) with respect to clauses (a), (b) and (c), (A) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessDate; (iiB) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company Borrower (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the CompanyBorrower) and outstanding on such date; (iiiC) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause clauses (c)(iA) or (c)(iiB) of this Section 4.05 above or this clause (iiiC) or contained in any amendment to an agreement referred to in clause clauses (c)(iA) or (c)(iiB) of this Section 4.05 above or this clause (iii)C) or pursuant to the Bank of America Agreement; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, amendment are not materially less favorable to no more restrictive that the Holders than restrictions in effect in respect of the encumbrances and restrictions contained in such predecessor agreementsIndebtedness being Refinanced; (ivD) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject with respect to a lease, license Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or similar contract, disposition of all or substantially all the Equity Interests or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (2) with respect to clause (c) only, (A) any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (B) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale agreements or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securitiesmortgages.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the CompanyCompany or a Subsidiary Guarantor, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except: (1) with respect to clauses (a), (b) and (c), (i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessIssue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(iSection 4.05(1)(i) or (c)(iiii) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(iSection 4.05(1)(i) or (c)(iiii) of this Section 4.05 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendmentamendment are no less favorable, taken as a whole, are not materially less favorable to the Holders Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (iv) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer consisting of any restriction on the sale or other disposition of assets or property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness as a result of a Restricted Subsidiary Lien permitted to the extent be Incurred under this Indenture on such encumbrance asset or restriction restricts the transfer of the property subject to such security agreementsproperty; (v) any encumbrance or restriction with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all a portion of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and; (vi) customary provisions any encumbrance or restriction arising under applicable law, regulation or order; (vii) any restriction on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in joint venture agreementsthe ordinary course of business; (viii) any restriction in any agreement that is not materially more restrictive than the restrictions under the terms of the Credit Agreement as in effect on the Issue Date; (ix) any encumbrances or restrictions created with respect to (A) Indebtedness of the Company or Subsidiary Guarantors permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03 and (B) Indebtedness of other Restricted Subsidiaries permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; provided, however, that the Board of Directors of the Company determines (1as evidenced by a resolution of the Board of Directors of the Company) in good faith at the time such encumbrance encumbrances or restriction is applicable only restrictions are created that such encumbrances or restrictions would not reasonably be expected to such Restricted Subsidiaryimpair the ability of the Company to make payments of interest and of principal on the Securities in each case as and when due; and (x) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; and (xi) provisions with respect to dividends, the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business. (2) the encumbrance or restriction is not materially more disadvantageous with respect to the Holders than is customary in comparable agreements and clause (3c) the Company reasonably determines that only, (i) any such encumbrance or restriction will not materially affect consisting of customary nonassignment provisions in leases governing leasehold interests to the ability extent such provisions restrict the transfer of the Issuers lease or the property leased thereunder; and (ii) encumbrance or restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to make any anticipated principal the extent such restrictions restrict the transfer of the property subject to such security agreements or interest payments on the Securitiesmortgages.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability right of any Restricted Subsidiary to to: (a) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock Stock, or pay any Indebtedness Debt or other obligations owed obligation owed, to the Company, Company or any other Restricted Subsidiary, (b) make any loans or advances to the Company or any other Restricted Subsidiary or (c) transfer any of its property or assets Property to the Company, exceptCompany or any other Restricted Subsidiary. The foregoing limitations will not apply: (i1) any encumbrance or restriction pursuant with respect to applicable law or an agreement clauses (a), (b) and (c), to restrictions: (A) in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank Indebtedness;Issue Date, (iiB) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Debt Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Debt Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date;, (iiiC) any encumbrance or restriction pursuant to an agreement effecting a that result from the Refinancing of Indebtedness Debt Incurred pursuant to an agreement referred to in clause (c)(i1)(A) or (c)(iiB) of this Section 4.05 above or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(i2)(A) below or (c)(ii) of this Section 4.05 any amendment or this clause (iii)supplement to any such agreement; provided, however, that the encumbrances and restrictions such restriction is no more restrictive than those contained in any such Refinancing the agreement evidencing the Debt so Refinanced or amendmentthe agreement being amended or supplemented, taken as a wholedetermined in good faith by the Board of Directors, are not materially less favorable to the Holders than the encumbrances and restrictions contained in such predecessor agreements;whose determination shall be conclusive, (ivD) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) imposed with respect to a Restricted Subsidiary, any restriction imposed Subsidiary pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and, (viE) on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (F) customary supermajority voting provisions and provisions with respect to the disposition of assets or property, in joint venture agreementseach case, contained in agreements relating to Permitted Joint Ventures that are Subsidiary Guarantors, (G) arising under applicable law, (H) contained in the terms of any Debt of the Company or any Restricted Subsidiary not Incurred in violation of this Indenture; provided, however, that such restrictions, taken as a whole, are no more restrictive in the aggregate than those contained in this Indenture, as determined in good faith by the Board of Directors whose determination shall be conclusive, or (1I) contained in any agreement or instrument governing Senior Debt (including the Credit Facilities) not Incurred in violation of this Indenture; provided, however, that such encumbrance restrictions, taken as a whole, are no more restrictive in the aggregate than those contained in the Credit Facilities on the Issue Date, as determined in good faith by the Board of Directors, whose determination shall be conclusive, and (2) with respect to clause (c) only, to restrictions: (A) encumbering Property at the time such Property was acquired by the Company or restriction is applicable only to such any Restricted Subsidiary, (2) the encumbrance or so long as such restriction is not materially more disadvantageous relates solely to the Holders than is Property so acquired and was not created in connection with or in anticipation of such acquisition, (B) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in comparable other agreements and that restrict assignment of such agreements or rights thereunder, (3C) customary restrictions contained in asset sale agreements limiting the Company reasonably determines that any transfer of such encumbrance or restriction will not materially affect Property pending the ability closing of the Issuers to make any anticipated principal or interest payments such sale, or (D) on the Securitiestransfer of assets subject to any Lien imposed by the holder of such Lien.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except: (i1) with respect to clauses (a), (b) and (c), (A) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessIssue Date; (iiB) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iiiC) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(iSection 4.05(1)(A) or (c)(ii) of this Section 4.05 or this clause (iiiC) or contained in any amendment to an agreement referred to in clause (c)(iSection 4.05(1)(A) or (c)(ii) of this Section 4.05 or this clause (iiiC); providedPROVIDED, howeverHOWEVER, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendmentamendment are no less favorable to the Holders, taken as a whole, are not materially less favorable to the Holders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (ivD) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (viE) customary provisions any encumbrance or restriction pursuant to the terms of any agreement entered into by a Receivables Subsidiary in joint venture agreementsconnection with any Qualified Receivables Transaction; providedPROVIDED, howeverHOWEVER, that (1) such encumbrance or restriction is applicable applies only to such Restricted a Receivables Subsidiary, ; and (2) the with respect to clause (c) only, (A) any encumbrance or restriction is not materially more disadvantageous consisting of customary nonassignment provisions in leases governing leasehold interests to the Holders than is customary extent such provisions restrict the transfer of the lease or the property leased thereunder; (B) any encumbrance or restriction contained in comparable security agreements and (3) or mortgages securing Indebtedness of a Restricted Subsidiary to the Company reasonably determines that any extent such encumbrance or restriction will not materially affect restricts the ability transfer of the Issuers property subject to make such security agreements or mortgages; and (C) any anticipated principal encumbrance or interest payments on restriction with respect to property acquired by the SecuritiesCompany or a Restricted Subsidiary in effect at the time of such acquisition, so long as such restriction or encumbrance relates solely to the property acquired and was not created in anticipation of such acquisition.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability right of any Restricted Subsidiary to to: (ai) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock Stock, or pay any Indebtedness Debt or other obligations owed obligation owed, to the Company, Issuer or any other Restricted Subsidiary; (bii) make any loans or advances to the Company Issuer or any other Restricted Subsidiary; or (ciii) transfer any of its property or assets Property to the Company, exceptIssuer or any other Restricted Subsidiary. (b) The foregoing limitations will not apply: (i) any encumbrance or restriction With respect to Section 4.13(a)(i), (ii) and (iii), to restrictions: (A) in effect on the Issue Date (including, without limitation, restrictions pursuant to applicable law or an agreement the Notes, this Indenture and any Credit Facility in effect at or entered into existence on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessIssue Date); (iiB) any encumbrance or restriction with respect relating to Debt of a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such and existing at the time it became a Restricted Subsidiary prior to the date on which if such Restricted Subsidiary restriction was acquired by the Company (other than Indebtedness Incurred as consideration in, not created in contemplation of, connection with or to provide all or any portion in anticipation of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such dateIssuer; (iiiC) any encumbrance or restriction pursuant to an agreement effecting a that result from the Refinancing of Indebtedness Debt Incurred pursuant to an agreement referred to in clause (c)(iSection 4.13(b)(i)(A) or (c)(iiB) of this above or in Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(i4.13(b)(ii)(A) or (c)(iiB) of this Section 4.05 or this clause (iii); providedbelow, however, that the encumbrances and provided such restrictions contained in any such Refinancing agreement or amendmentare not materially less favorable, taken as a whole, to the Holders of Notes than those under the agreement evidencing the Debt so Refinanced; (D) relating to Debt Incurred after the Issue Date, so long as such restrictions (x) are not materially less favorable favorable, taken as whole, to the Holders of Notes than those restrictions in effect on the encumbrances Issue Date pursuant to the Notes, this Indenture and Credit Facilities in existence on the Issue Date, (y) will not, in the good faith judgment of the Issuer, materially impair the ability of the Issuer to make regularly scheduled payments of interest and principal on the Notes when due or (z) relate to Debt incurred pursuant to Section 4.09(b)(iii), so long as the respective restrictions apply only to specific Property or projects financed with the respective Incurrence of Debt and/or to any Subsidiary substantially of all whose assets consist of Property or a project financed with proceeds of such Debt; (E) existing under or by reason of applicable law or governmental regulation; or (F) that constitute customary restrictions contained in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in good faith and not otherwise prohibited by this Indenture; and (ii) With respect to Section 4.13(a)(iii) only, to restrictions: (A) relating to Debt that is permitted to be Incurred and secured without also securing the Notes pursuant to Sections 4.09 and 4.11 that limit the right of the debtor to dispose of the Property securing such predecessor agreementsDebt; (ivB) encumbering Property at the time such Property was acquired by the Issuer or any Restricted Subsidiary, so long as such restrictions relate solely to the Property so acquired and were not created in connection with or in anticipation of such acquisition; (C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder; (D) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the case ordinary course of clause business; or (c), any encumbrance or restriction (1E) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) restrictions contained in security asset sale agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts limiting the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary Property pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securitiessale.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability right of any Restricted Subsidiary to (a) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock Stock, or pay any Indebtedness Debt or other obligations owed obligation owed, to the CompanyCompany or any other Restricted Subsidiary, (b) make any loans or advances to the Company or any other Restricted Subsidiary or (c) transfer any of its property or assets Property to the Company, except: Company or any other Restricted Subsidiary. The foregoing limitations will not apply (i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank Indebtedness; (ii) any encumbrance or restriction with respect to clauses (a), (b) and (c), to restrictions (A) arising under agreements that were in effect on the Issue Date, (B) relating to Debt of a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such and existing at the time it became a Restricted Subsidiary prior to the date on which if such Restricted Subsidiary restriction was acquired by the Company (other than Indebtedness Incurred as consideration in, not created in contemplation of, connection with or to provide all or any portion in anticipation of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the CompanyCompany or another Restricted Subsidiary, or (C) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a that result from the Refinancing of Indebtedness Debt Incurred pursuant to an agreement referred to in clause (c)(ii)(A) or (c)(iiB) of this Section 4.05 above or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(iii)(A) or (c)(iiB) of this Section 4.05 or this clause below, PROVIDED such restriction is no more restrictive than those under the agreement evidencing the Debt so Refinanced, and (iii); provided, however, that the encumbrances and restrictions contained in any such Refinancing agreement or amendment, taken as a whole, are not materially less favorable to the Holders than the encumbrances and restrictions contained in such predecessor agreements; (iv) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (vii) with respect to a clause (c) only, to restrictions (A) relating to Debt that is permitted to be Incurred and secured without also securing the Securities pursuant to Sections 4.03 and 4.05 that limit the right of the debtor to dispose of the Property securing such Debt, (B) encumbering Property at the time such Property was acquired by the Company or any Restricted Subsidiary, any so long as such restriction imposed pursuant relates solely to an agreement entered into for the sale Property so acquired and was not created in connection with or disposition of all or substantially all the Capital Stock or assets in anticipation of such Restricted Subsidiary acquisition, (C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) customary restrictions contained in asset sale agreements limiting the transfer of such Property pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securitiessale.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and Holdings shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the CompanyCompany or any Restricted Subsidiary, (b) make any loans or advances to the Company or any Restricted Subsidiary or (c) transfer any of its property or assets to the CompanyCompany or any Restricted Subsidiary, except: : (i1) with respect to clauses (a), (b) and (c), (A) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on or prior to the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank Indebtedness; Issue Date, including the Senior Credit Agreement; (iiB) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred 54 by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company Holdings (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the CompanyHoldings) and outstanding on such date; ; (iiiC) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(iSection 4.05(1)(A) or (c)(iiB) of this Section 4.05 or this clause (iiiC) or contained in any amendment to an agreement referred to in clause (c)(iSection 4.05(1)(A) or (c)(iiB) of this Section 4.05 or this clause (iiiC); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendmentamendment are not materially less favorable, taken as a whole, are not materially less favorable to the Holders Company (as determined by the Company in its reasonable and good faith judgment) than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; ; (ivD) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (viE) customary provisions in joint venture agreements; providedany encumbrance or restriction pursuant to an agreement or instrument relating to any property or assets acquired after the Issue Date, however, that (1) so long as such encumbrance or restriction is applicable relates only to the property or assets so acquired and is not created in anticipation of such Restricted Subsidiary, acquisition; (2F) the any encumbrance or restriction is not materially more disadvantageous pursuant to applicable law, rule, regulation or order; (G) restrictions on cash, cash equivalents, Temporary Cash Investments or other deposits or net worth imposed under contracts entered into the Holders than is customary in comparable agreements and ordinary course of business, including such restrictions imposed by customers, suppliers, landlords or insurance, surety or bonding companies; (3H) the Company reasonably determines that any such encumbrance or restriction will not materially affect with respect to a Foreign Subsidiary entered into in the ability ordinary course of business or pursuant to the Issuers to make terms of Indebtedness that was Incurred by such Foreign Subsidiary in compliance with the terms of this Indenture; (I) provisions contained in any anticipated principal license, permit or interest payments on other accreditation with a regulatory authority entered into the Securities.ordinary course of business;

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except: (i1) with respect to clauses (a), (b) and (c), (A) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and Issue Date; (B) any encumbrance or restriction contained in the terms of any Indebtedness Incurred pursuant to Section 4.03(b)(1) or Section 4.03(b)(12) or any agreement governing Bank Indebtednesspursuant to which such Indebtedness was issued if (x) either (i) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement or (ii) the Company determines at the time any such Indebtedness is Incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Securities and any other Indebtedness that is an obligation of the Company and (y) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings or agreements (as determined by the Board of Directors in good faith); (iiC) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iiiD) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(iSection 4.05(1)(A) or (c)(iiC) of this Section 4.05 or this clause (iiiD) or contained in any amendment to an agreement referred to in clause (c)(iSection 4.05(1)(A) or (c)(iiC) of this Section 4.05 or this clause (iiiD); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable to the Holders Securityholders (as determined by the Board of Directors in good faith) than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (ivE) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (F) any encumbrance or restriction pursuant to applicable law, rule, regulation or order; (G) restrictions on cash, cash equivalents, Temporary Cash Investments or other deposits or net worth imposed under contracts entered into the ordinary course of business, including such restrictions imposed by customers or insurance, surety or bonding companies; (H) provisions contained in any license, permit or other accreditation with a regulatory authority entered into the ordinary course of business; (I) provisions in agreements or instruments which prohibit the payment or making of dividends or other distributions other than on a pro rata basis; and (viJ) customary provisions in joint venture agreementsagreements and other similar agreements (in each case, relating solely to the respective joint venture or similar entity or the equity interests therein) entered in the ordinary course of business; (2) with respect to clause (c) only, (A) any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; provided, however, that and (1B) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction is applicable only restricts the transfer of the property subject to such Restricted Subsidiary, (2) the encumbrance security agreements or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securitiesmortgages.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability right of any Restricted Subsidiary to to: (a) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock Stock, or pay any Indebtedness Debt or other obligations owed obligation owed, to the Company, Company or any other Restricted Subsidiary; (b) make any loans or advances to the Company or any other Restricted Subsidiary; or (c) transfer any of its property or assets Property to the Company, exceptCompany or any other Restricted Subsidiary. The foregoing limitations will not apply: (i1) any encumbrance or restriction pursuant with respect to applicable law or an agreement clauses (a), (b) and (c), to restrictions: (A) in effect at or entered into on the Closing Issue Date and any encumbrance or restriction pursuant to any agreement governing Bank Indebtednessincluding those under the Refinancing Transactions; (iiB) any encumbrance or restriction with respect relating to Debt of a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such and existing at the time it became a Restricted Subsidiary prior to the date on which if such Restricted Subsidiary restriction was acquired by the Company (other than Indebtedness Incurred as consideration in, not created in contemplation of, connection with or to provide all or any portion in anticipation of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iiiC) any encumbrance or restriction pursuant to an agreement effecting a that result from the Refinancing of Indebtedness Debt Incurred pursuant to an agreement referred to in clause (c)(i1)(A) or (c)(iiB) of this Section 4.05 above or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(i2)(A) or (c)(iiB) of this Section 4.05 or this clause (iii); providedbelow, however, that the encumbrances and restrictions contained in any provided such Refinancing agreement or amendment, taken as a whole, are not materially restriction is no less favorable to the Holders of Securities in any material respect, as reasonably determined by the Board of Directors (as evidenced by a resolution of the Board of Directors), than those under the encumbrances and restrictions contained in such predecessor agreementsagreement evidencing the Debt so Refinanced; (ivD) resulting from the Incurrence of any Permitted Debt described in Section 4.03, provided that (i) the restriction is no less favorable to the Holders of Securities in any material respect, as reasonably determined by the Board of Directors (as evidenced by a resolution of the Board of Directors), than the restrictions of the same type contained in the Indenture and (ii) the Board of Directors determines (as evidenced by a resolution of the Board of Directors) in good faith that such restrictions will not impair the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer ability of the property subject Company to such security agreementsmake payments of principal and interest on the Securities when due; (vE) existing by reason of applicable law; or (F) any contractual requirements incurred with respect to Qualified Receivables Transactions relating exclusively to a Receivables Entity that, in the good faith determination of the Board of Directors of the Company, are customary for Qualified Receivables Transactions; and (2) with respect to a clause (c) only, to restrictions: (A) relating to Debt that is permitted to be Incurred and secured without also securing the Securities pursuant to Sections 4.03 and 4.05 that limit the right of the debtor to dispose of the Property securing such Debt; (B) encumbering Property at the time such Property was acquired by the Company or any Restricted Subsidiary, any so long as such restriction imposed pursuant relates solely to an agreement entered into for the Property so acquired and was not created in connection with or in anticipation of such acquisition; (C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder; or (D) customary restrictions contained in agreements relating to the sale or other disposition of all or substantially all Property limiting the Capital Stock or assets transfer of such Restricted Subsidiary Property pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securitiessale.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company Borrower shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to (ai) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations obligation owed to the CompanyBorrower, (bii) make any loans or advances to the Company Borrower or (ciii) transfer any of its property or assets to the Company, Borrower or any Restricted Subsidiary; except: (ia) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date Date, including this Agreement and any encumbrance the Senior Credit Agreement, or restriction pursuant to any agreement governing Bank Indebtednessthe Indenture; (iib) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company Borrower (other than Indebtedness Incurred issued as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of the Borrower or was otherwise acquired by the CompanyBorrower) and outstanding on such date; (iiic) any encumbrance or restriction pursuant to an agreement effecting a Refinancing refunding, replacement or refinancing of Indebtedness Incurred issued pursuant to an agreement referred to in clause clauses (c)(ia) or (c)(iib) of this Section 4.05 or this clause (iiic) or contained in any amendment to an agreement referred to in clause clauses (c)(ia) or (c)(iib) of this Section 4.05 or this clause (iiic); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable in any material respect to the Holders Lenders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreementsagreements referred to in clauses (a) and (b) on the Closing Date or the date such Restricted Subsidiary became a Restricted Subsidiary, whichever is applicable; (ivd) in the case of clause (c)) above, any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract, (2) contained in mortgages, pledges or other security agreements permitted under this Agreement securing Indebtedness of the Borrower or a Restricted Subsidiary to the extent such encumbrance encumbrances or restriction restricts restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreementsagreements or (3) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (ve) purchase money obligations for property acquired in the ordinary course of business that impose encumbrances or restrictions of the nature described in clause (c) above on the property so acquired; (f) any restriction with respect to a Restricted Subsidiary, Subsidiary (or any restriction of its property or assets) imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; and (vig) customary provisions in joint venture agreements; providedencumbrances or restrictions arising or existing by reason of applicable law, however, that (1) such encumbrance regulation or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securitiesorder.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent and the Company shall will not, and shall will not permit any of the Parent 's Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Parent (other than the Company) to (a) except with respect to any Restricted Subsidiary of the Parent that is not also a Restricted Subsidiary of the Company pay dividends or make any other distributions on its Capital Stock or Stock,(b) pay any Indebtedness or other obligations owed to the Company or any Restricted Subsidiary of the Company, (bc) make any loans or advances to the Company or any Restricted Subsidiary of the Company or (cd) transfer any of its property or assets to the Company or any Restricted Subsidiary of the Company, except: (i1) with respect to CLAUSES (a), (b), (c) and (d), (A) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date Issue Date, solely to the extent and any manner in which such encumbrance or restriction pursuant to any agreement governing Bank Indebtednessis in effect as of the Issue Date; (iiB) any encumbrance or restriction with respect to a any Restricted Subsidiary of the Parent pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary existing on or prior to the date on which such Restricted Subsidiary became a Restricted Subsidiary of the Parent or was acquired by the Company Parent or any of its Restricted Subsidiaries (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of the Parent or was otherwise acquired by the Companyso acquired) and outstanding on such date; PROVIDED, that, such encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than such Restricted Subsidiary; (iiiC) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause SUBCLAUSE (c)(iA) or (c)(iiB) of CLAUSE (1) of this Section 4.05 SECTION 4.13 or this clause SUBCLAUSE (iiiC) or contained in any amendment to an agreement referred to in clause SUBCLAUSE (c)(iA) or (c)(iiB) of CLAUSE (1) of this Section 4.05 SECTION 4.13 or this clause SUBCLAUSE (iiiC); providedPROVIDED, howeverHOWEVER, that the provisions relating to such encumbrances and restrictions contained in any the instruments governing such Refinancing agreement or amendment, taken as a whole, Indebtedness are not materially no less favorable to the Holders in any material respect as determined by the Board of Directors of the Parent in its reasonable and good faith judgment than the provisions relating to such encumbrances and restrictions contained in such predecessor agreements; (ivD) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) with respect to a any Restricted Subsidiary, any restriction Subsidiary of the Parent 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 Restricted Subsidiary pending the closing of such sale or disposition; PROVIDED, that such agreement and the transactions contemplated thereby do not violate the provisions of this Indenture; (E) any encumbrance or restriction pursuant to applicable law; (F) any encumbrance or restriction pursuant to the Credit Agreement; PROVIDED, HOWEVER, that the provisions relating to such encumbrances and restrictions contained in the Credit Agreement are no less favorable to the Holders in any material respect as determined by the Board of Directors of the Parent in its reasonable and good faith judgment than the provisions relating to such encumbrances and restrictions contained in the Credit Agreement as in effect on the Issue Date; and (viG) customary provisions limitations on dividends and distributions in joint venture agreementsagreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; and (2) with respect to CLAUSE (d) only, (A) any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent (i) such provisions restrict the transfer of the lease or the property leased thereunder and (ii) such provisions do not violate the provisions of this Indenture; (B) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of any Restricted Subsidiary of the Parent to the extent (i) such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages, (ii) such security agreements or mortgages do not violate the provisions of this Indenture, and (iii) such Indebtedness was Incurred in accordance with the provisions of this Indenture; (C) customary restrictions on subletting or assignment and net worth covenants contained in any lease governing a leasehold interest of any Restricted Subsidiary of the Parent entered into in the ordinary course of business; (D) customary limitations on the disposition or distribution of assets or property in joint venture agreements and other similar agreements (in each case solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; and (E) customary limitations on transfer contained in agreements governing Purchase Money Indebtedness not incurred in violation of this Indenture relating to property acquired in the ordinary course of business; provided, however, that (1) such encumbrance or restriction is applicable restrictions relate only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability transfer of the Issuers to make any anticipated principal or interest payments on property acquired with the Securitiesproceeds of such Purchase Money Indebtedness.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company Guarantor shall not, and shall not permit any Restricted Subsidiary other than the Company to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to other than the Company; (a) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the CompanyCompany or another Restricted Subsidiary, (b) to make any loans or advances to the Company or another Restricted Subsidiary or (c) to transfer any of its property or assets to the CompanyCompany or another Restricted Subsidiary, except: : (i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank Indebtedness; Issue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; ; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 covenant or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 4.06 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, amendment are not materially less favorable to the Holders than the encumbrances and restrictions contained in such predecessor agreements; (iv) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.no

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except: (i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessDate; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(ic) (i) or (c)(iic) (ii) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(i) or (c)(ii) of this Section 4.05 or this clause (iii); providedPROVIDED, howeverHOWEVER, that the encumbrances and restrictions contained in any such Refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable to the Holders than the encumbrances and restrictions contained in such predecessor agreements; (iv) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, contract or (2) contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreementsagreements or mortgages; (v) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (vi) with respect to a Restricted Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; andor (vivii) with respect to a joint venture agreement or similar agreement relating to the ▇▇▇▇▇▇▇ Joint Venture, customary provisions found in joint venture agreementsagreements and other similar agreements to the extent such encumbrance and restriction relates to the activities and assets of the ▇▇▇▇▇▇▇ Joint Venture or any Subsidiary thereof; provided, however, PROVIDED that (1) such the ▇▇▇▇▇▇▇ Joint Venture or any Subsidiary thereof shall not be subject to any encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect limiting the ability of the Issuers ▇▇▇▇▇▇▇ Joint Venture or any Subsidiary thereof to pay dividends or make any anticipated principal other distributions on its Capital Stock or interest payments on pay any Indebtedness or other obligations owed to the SecuritiesCompany or any other Restricted Subsidiary.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company Issuer shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) to pay dividends or make any other distributions on its Capital Stock to the Issuer or a Restricted Subsidiary or pay any Indebtedness or other obligations In- debtedness owed to the CompanyIssuer, (b) to make any loans or advances to the Company Issuer or (c) to transfer any of its property or assets to the CompanyIssuer, except: (i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Issue Date (including the Credit Agreement and related security documents and the Senior Secured Notes and any encumbrance or restriction pursuant to any agreement governing Bank Indebtednessrelated agreements); (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company Issuer (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the CompanyIssuer) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 4.10 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 4.10 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable to the Holders Noteholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (iv) any such encumbrance or restriction consisting of customary non-assignment or subletting provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (v) in the case of clause (c)) above, any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts restrictions restrict the transfer of the property subject to such security agreementsagreements or mortgages; (vvi) any restriction with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or any assets of such Restricted Subsidiary pending the closing of such sale or disposition; and; (vivii) customary provisions any encumbrance or restriction pursuant to an agreement entered into after the Issue Date governing Indebtedness Incurred by a Restricted Subsidiary in joint venture agreementscompliance with Section 4.09; provided, however, that the encumbrances and restrictions with respect to any Restricted Subsidiary contained in any such agreement are no less favorable to the Holders of the Note than encumbrances and restrictions with respect to such Restricted Subsidiary in the Credit Agreement on the Issue Date; (1viii) such any encumbrance or restriction pursuant to an agreement with a governmental entity providing for developmental financing on terms which are more favorable (at the time such agreement is applicable only entered into) than those available from third party financing sources; (ix) with respect to such Restricted a Securitization Subsidiary, an agreement relating to Indebtedness of a Securitization Subsidiary which is permitted under Section 4.09 above or pursuant to an agreement relating to a Permitted Units Financing by a Securitization Subsidiary; or (2x) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securitiesthis Indenture.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the CompanyCompany or a Restricted Subsidiary, (b) make any loans or advances to the Company or a Restricted Subsidiary or (c) transfer any of its property or assets to the CompanyCompany or a Restricted Subsidiary, except: (i1) with respect to clauses (a), (b) and (c), (A) any encumbrance or restriction contained in the terms of any Credit Facility entered into pursuant to applicable law Section 4.06(b)(1), 4.06(b)(11) or an agreement 4.06(b)(12) if (i) the Company determines at the time any such Indebtedness is Incurred (or in effect the case of revolving Indebtedness, at the time such commitment is established) and at the time of any modification of the terms of any documentation governing such Indebtedness that any such encumbrance or entered into restriction will not materially affect the Company's ability to make principal and interest payments on the Closing Date Notes and (ii) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable Indebtedness for companies similarly situated (as determined by the Board of Directors in good faith); (B) any encumbrance or restriction pursuant contained in any indenture if such indenture is substantially identical to any agreement governing Bank Indebtednessthis Indenture; (iiC) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation ofanticipation of or in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iiiD) any encumbrance or restriction pursuant to an agreement effecting a an amendment, modification, restatement, renewal, replacement or Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(iSection 4.08(1)(B) or (c)(iiC) of this Section 4.05 or this clause (iiiD) or contained in any amendment to an agreement referred to in clause (c)(iSection 4.08(1)(B) or (c)(iiC) of this Section 4.05 or this clause (iiiD); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, either satisfy the requirements of clause (A) above or are not materially no less favorable to the Holders Noteholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (ivE) in the case of clause (c), any encumbrance or restriction arising under any applicable law, rule, regulation or order; and (1F) any encumbrance or restriction if (i) such encumbrance or restriction is set forth in the documentation governing a Credit Linked Hedge, (ii) such encumbrance or restriction is not less favorable to the Noteholders than the corresponding encumbrance or restriction set forth in the Credit Facility related to such Credit Linked Hedge, and (iii) the corresponding encumbrance or restriction set forth in such Credit Facility is permitted under this covenant; (G) any encumbrance or restriction in effect on the Issue Date; and (H) any encumbrance or restriction entered into in good faith contained in any shareholders or similar agreement relating to any Subsidiary that restricts in is not a Wholly-Owned Subsidiary; and (2) with respect to clause (c) only, (A) any encumbrance or restriction consisting of a customary manner the subletting, assignment or transfer of any property or asset that is subject to nonassignment provision in a lease, license or similar contract, or ordinary course of business agreement; (2B) any restriction contained in a security agreements agreement or mortgage securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements;agreement or mortgage; and (vC) any restriction with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the CompanyCompany or a Restricted Subsidiary, (b) to make any loans or advances to the Company or a Restricted Subsidiary or (c) to transfer any of its property or assets to the CompanyCompany or a Restricted Subsidiary, except: : (i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank Indebtedness; Issue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; ; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 or this clause (iii); providedPROVIDED, howeverHOWEVER, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable to the Holders Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; ; (iv) any such encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (v) in the case of clause (c)) above, any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts restrictions restrict the transfer of the property subject to such security agreements; agreements or mortgages; and (vvi) any restriction with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ai) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company, (bii) make any loans or advances to the Company or (ciii) transfer any of its property or assets to the Company, except: (iA) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date Issue Date, including the Credit Agreement and any encumbrance or restriction pursuant to any agreement governing Bank Indebtednessthe Senior Note Agreement; (iiB) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iiiC) any encumbrance or restriction assumed pursuant to an agreement effecting a constituting Bank Indebtedness, Senior Note Indebtedness or Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(i) or (c)(ii) of compliance with this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(i) or (c)(ii) of this Section 4.05 or this clause (iii)Indenture; providedPROVIDED, howeverHOWEVER, that the encumbrances and restrictions contained in such Senior Bank Documents, Senior Note Documents or any such other agreement providing for Refinancing agreement or amendment, taken as a whole, Indebtedness are not materially no less favorable to the Holders Securityholders than the encumbrances and restrictions contained in such predecessor agreementsthe agreements relating to the Indebtedness being replaced; (ivD) any encumbrance or restriction assumed pursuant to an agreement relating to an acquisition of property, so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof); (E) in the case of clause (ciii), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license license, conveyance or contract or similar contractproperty asset, or (2) contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts restrictions restrict the transfer of or the property subject to such security agreementsagreements or mortgages or (3) arising or agreed to in the ordinary course of business and that does not, individually or in the aggregate, detract from the value of property or assets of the Company or any of its Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (vF) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; and (G) any restriction with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to to: (a1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company, Company or any Restricted Subsidiary; (b2) make any loans or advances to the Company or any Restricted Subsidiary; or (c3) transfer any of its property or assets to the Company, except: Company or any Restricted Subsidiary. The preceding provisions will not prohibit: (i) any encumbrance or restriction pursuant to applicable law or an agreement or certificates of designation in effect at or entered into on the Closing Date date of this Indenture (including, without limitation, this Indenture, the Senior Credit Facilities, and any encumbrance or restriction pursuant to any agreement governing Bank Indebtedness; the PHH Sub Preferred Stock as in effect on such date); (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such a Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the CompanyCompany or in contemplation thereof) and outstanding on such date; ; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a Refinancing refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(iSection 3.5(i) or (c)(iiii) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(iSection 3.5(i) or (c)(iiii) of this Section 4.05 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable in any material respect to the Holders of the Securities than the encumbrances and restrictions contained in such predecessor agreements; agreements referred to in Section 3.5(i) or (ii); (iv) in the case of clause (c)3) of Section 3.5, any encumbrance or restriction restriction: (1a) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract; (2b) contained in mortgages, pledges or other security agreements permitted under this Indenture securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance encumbrances or restriction restricts restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; ; or (c) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (v) purchase money obligations for property acquired in the ordinary course of business that impose encumbrances or restrictions of the nature described in clause (3) of this Section 3.5 on the property so acquired; (vi) any Purchase Money Note or other Indebtedness or contractual requirements incurred with respect to a Qualified Securitization Transaction relating exclusively to a Securitization Entity that, in the good faith determination of the Board of Directors, are necessary to effect such Qualified Securitization Transaction; (vii) any restriction with respect to a Restricted Subsidiary, Subsidiary (or any restriction of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; and (viviii) customary provisions in joint venture agreementsrestrictions on Foreign Subsidiaries pursuant to arrangements governing Indebtedness of such Foreign Subsidiaries permitted pursuant to Section 3.3(b)(4); provided, however, that (1ix) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous restrictions on any Specified Financing Subsidiary pursuant to the Holders than terms of the Customer Lease Financing Loans under which it is customary in comparable agreements obligated; and (3x) the Company reasonably determines that encumbrances or restrictions arising or existing by reason of applicable law or any such encumbrance applicable rule, regulation or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments order, including, without limitation, restrictions on the Securitiespayment of dividends on the Company's insurance company and/or banking Subsidiaries imposed by Federal or state government regulations.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except: (i1) with respect to clauses (a), (b) and (c), (A) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessIssue Date; (iiB) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide for the purpose of providing all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iiiC) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(iA) or (c)(iiB) of this clause (1) of this Section 4.05 or this clause (iiiC) or contained in any amendment to an agreement referred to in clause (c)(iA) or (c)(iiB) of this clause (1) of this Section 4.05 or this clause (iiiC); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendmentamendment are no less favorable, taken as a whole, are not materially less favorable to the Holders Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (ivD) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (viE) customary provisions in joint venture agreements; providedwith respect to any Foreign Subsidiary, however, that (1) such any encumbrance or restriction is applicable only contained in the terms of any Indebtedness, or any agreement pursuant to which such Restricted SubsidiaryIndebtedness was issued, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.if:

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company Borrower shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (ai) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations obligation owed to the CompanyBorrower, (bii) make any loans or advances to the Company Borrower or (ciii) transfer any of its property or assets to the Company, Borrower; except: (ia) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessDate, including the Senior Credit Documents; (iib) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company Borrower and outstanding on such date (other than Indebtedness Incurred issued as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of the Borrower or was otherwise acquired by the Company) and outstanding on such dateBorrower); (iiic) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement effecting a Refinancing refinancing of Indebtedness Incurred issued pursuant to an agreement referred to in clause clauses (c)(ia) or (c)(iib) of this Section 4.05 or this clause (iiic) or contained in any amendment to an agreement referred to in clause clauses (c)(ia) or (c)(iib) of this Section 4.05 or this clause (iiic); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, are not materially no less favorable to the Holders than Lenders in any material respect, as determined in good faith by the encumbrances and restrictions contained in such predecessor agreements; (iv) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.senior management

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to Subsidiary: (a) to pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company, (b) to make any loans or advances to the Company or (c) to transfer any of its property or assets to the Company, except: (i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessIssue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary which was entered into on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 4.5 (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (iii)) or contained in any amendment to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 4.5 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, amendment are not materially less favorable to the Holders no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (iv) any such encumbrance or restriction consisting of customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (v) in the case of clause (c)) above, any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts restrictions restrict the transfer of the property subject to such security agreementsagreements or mortgages; (vvi) any restriction with respect to (x) a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary or (y) an asset of a Restricted Subsidiary pursuant to an agreement entered into for the sale or disposition of such asset, in each case pending the closing of such sale or disposition; (vii) any restriction imposed by applicable law; and (viviii) customary provisions any encumbrance or restriction with respect to a Foreign Restricted Subsidiary which is contained in joint venture agreements; provided, however, that (1) such agreements evidencing Indebtedness permitted under Section 4.3 hereof and which encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any of such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securitiestype.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except: (i1) any encumbrance or restriction existing on the Issue Date, including pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessCredit Agreement; (ii2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary Person existing on or prior to the date on which such Restricted Subsidiary Person was acquired by the Company or any Restricted Subsidiary (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary Person became a Restricted Subsidiary or was otherwise acquired by the CompanyCompany or any Restricted Subsidiary) and outstanding on such date; (iii3) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement that extends, renews, refinances or replaces any encumbrances or restrictions referred to in clause (c)(i1) or (c)(ii2) of this Section 4.05 covenant or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(i) or (c)(ii) of this Section 4.05 or this clause (iii3); provided, however, that the encumbrances and restrictions contained in any such Refinancing agreement extensions, renewals, refinancings or amendmentreplacements are no less favorable, taken as a whole, are not materially less favorable to the Holders Noteholders than the encumbrances and restrictions contained in such predecessor agreementsbeing extended, renewed, refinanced or replaced; (iv4) in the case of clause (c), any encumbrance or restriction imposed pursuant to an agreement entered into for the sale or disposition of assets permitted by Section 4.06; provided, however, that such encumbrance or restriction applies only to the assets that are the subject of such agreement; (15) that restricts provisions in a agreements for Permitted Joint Ventures with respect to the disposition or distribution of assets or property of such Permitted Joint Venture; (6) any encumbrance or restriction consisting of customary manner nonassignment provisions in leases governing leasehold interests to the subletting, assignment or extent such provisions restrict the transfer of the lease or the property leased thereunder; (7) any property encumbrance or asset that is subject to a lease, license restriction existing under or similar contract, by reason of applicable law; (8) any encumbrance or (2) restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale agreements or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or dispositionmortgages; and (vi9) customary provisions in joint venture agreements; provided, however, any Liens securing Indebtedness otherwise permitted to be Incurred under Section 4.11 that (1) such encumbrance or restriction is applicable only limit the right of the debtor to dispose of the assets subject to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the SecuritiesLiens.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (ai) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations obligation owed to the Company, (bii) make any loans or advances to the Company or (ciii) transfer any of its property or assets to the Company, except: : (ia) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank Indebtedness; Issue Date; (iib) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness Incurred as consideration in, in contemplation anticipation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of the Company or was otherwise acquired by the Company) and outstanding on such date; ); (iiic) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without violation of this Indenture or effecting a Refinancing refinancing of Indebtedness Incurred issued pursuant to an agreement referred to in clause clauses (c)(ia) or (c)(iib) of this Section 4.05 or this clause (iiic) or contained in any amendment to an agreement referred to in clause clauses (c)(ia) or (c)(iib) of this Section 4.05 or this clause (iiic); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of such Refinancing agreement, refinancing agreement or amendment, taken as a whole, are not materially no less favorable to the Holders of the Securities in any material respect, as determined in good faith by the Board of Directors of the Company, than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; agreements in effect at, or entered into on, the Issue Date; (ivd) in the case of clause (ciii), of this Section 4.08, any encumbrance or restriction (1A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license license, conveyance or contract or similar contractproperty or asset, (B) by virtue of any transfer of, agreement to transfer, option, or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, (2C) that is included in a licensing agreement to the extent such restrictions limit the transfer of the property subject to such licensing agreement or (D) arising or agreed to in the ordinary course of business and that does not, individually or in the aggregate, detract from the value of property or assets of the Company or any of its Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.08 above, restrictions contained in security agreements agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts restrictions restrict the transfer of the property subject to such security agreements; ; (vf) in the case of clause (iii) of this Section 4.08 above, any instrument governing or evidencing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary of the Company at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired; provided, however, that such Indebtedness is not Incurred in connection with or in contemplation of such acquisition; (g) any restriction with respect to such a Restricted Subsidiary, any restriction 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 Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3h) the Company reasonably determines that any such encumbrance encumbrances or restriction will not materially affect the ability restrictions arising or existing by reason of the Issuers to make any anticipated principal or interest payments on the Securitiesapplicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except: (1) with respect to clauses (a), (b) and (c): (i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and Issue Date; (ii) any encumbrance or restriction pursuant to a definitive written agreement entered into in good faith during any agreement governing Bank IndebtednessSuspension Period; (iii) any encumbrance or restriction contained in the terms of any Indebtedness Incurred pursuant to Section 4.07(b)(1) or any agreement pursuant to which such Indebtedness was issued if (x) either (i) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement or (ii) the Company determines at the time any such Indebtedness is Incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes and (y) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings or agreements (as determined by the Company in good faith); (iv) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iiiv) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(ii), (ii) or (c)(iiiii) of clause (1) of this Section 4.05 covenant or this clause (iiiv) or contained in any amendment to an agreement referred to in clause (c)(ii), (ii) or (c)(iiiii) of clause (1) of this Section 4.05 covenant or this clause (iiiv); providedPROVIDED, howeverHOWEVER, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable to the Holders Noteholder than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (ivvi) in the case of clause applicable law, rules, regulations and/or orders; (c), vii) this Indenture and any Liens (including Permitted Liens) permitted by this Indenture; (viii) any encumbrance or restriction required under the terms of the Credit Agreements or the Security Documents as in existence on the Issue Date, or as may be amended after the Issue Date, provided that any encumbrance or restriction as so amended is not materially more disadvantageous to the Holders of the Notes; (1ix) that restricts restrictions on cash or other deposits or net worth imposed under contracts entered into the ordinary course of business; (x) any encumbrance or restriction existing under or by reason of contractual requirements in connection with a customary manner Qualified Receivables Transaction; (xi) pursuant to any merger agreements, stock purchase agreements, asset sale agreements and similar agreements limiting the subletting, assignment or transfer of any property properties and assets or asset distributions, provided that such restriction or encumbrance is terminated upon consummation of the subject to a lease, license or similar contract, or transaction; and (2) with respect to clause (c) only: (i) any such encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (ii) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts restrictions restrict the transfer of the property subject to such security agreements;agreements or mortgages; and (viii) any restriction with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company Borrower shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability right of any Restricted Subsidiary to to: (ai) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock Equity Interests to the Borrower or any other Restricted Subsidiary, (ii) pay any Indebtedness or other obligations obligation owed to the CompanyBorrower, a Subsidiary Guarantor or any other Restricted Subsidiary, (biii) make any loans or advances to the Company Borrower or any other Restricted Subsidiary, or (civ) transfer any of its property or assets to the Company, exceptBorrower or any other Restricted Subsidiary. (b) The foregoing limitations will not apply: (i) any encumbrance or restriction pursuant With respect to applicable law or an agreement Sections 8.08(a)(i), (ii), (iii) and (iv), to restrictions which are: (A) in effect at or entered into on the Closing Date and (as such restrictions may be amended from time to time, provided that any encumbrance or restriction pursuant such amendment is not materially more restrictive as to any agreement governing Bank Indebtednesssuch Restricted Subsidiary); (iiB) imposed by any encumbrance Credit Document or restriction First-Lien Credit Document; (C) imposed by the Credit Agreement with respect to Indebtedness permitted to be Incurred on or subsequent to the Closing Date (as such restrictions may be amended from time to time, provided that any such restriction is not materially more restrictive as to such Restricted Subsidiary); (D) relating to Indebtedness of a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such existing at the time it became a Restricted Subsidiary prior to the date on which if such Restricted Subsidiary restriction was acquired by the Company (other than Indebtedness Incurred as consideration in, not created in contemplation of, connection with or to provide all or any portion in anticipation of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on Borrower or a Subsidiary Guarantor (as such daterestrictions may be amended from time to time in a manner not materially more restrictive as to such Restricted Subsidiary); (iiiE) any encumbrance or restriction pursuant to an agreement effecting a Refinancing that result from the refinancing of Indebtedness Incurred incurred pursuant to an agreement referred to in clause Section 8.08(b)(i)(A), (c)(iB) or (c)(iiD) of this Section 4.05 or this clause (iii) or contained above; provided such restriction is no less favorable in any amendment material respect to an the Lenders than those under the agreement referred evidencing the Indebtedness so refinanced; (F) restrictions on cash or other deposits or net worth imposed by leases or other agreements entered into in the ordinary course of business; (G) any encumbrances or restrictions required by any foreign or governmental, local or regulatory authority having jurisdiction over the Borrower, or any Restricted Subsidiary or any of their businesses in connection with any development grant made or other assistance provided to the Borrower, or any Restricted Subsidiary by such governmental authority; (H) customary provisions in clause (c)(i) joint venture or (c)(ii) of this Section 4.05 similar agreements or this clause (iii)other arrangements with minority investors in Restricted Subsidiaries and customary provisions in Indebtedness incurred by Restricted Subsidiaries organized outside the United States; provided, however, that the encumbrances and restrictions contained in any such Refinancing agreement or amendment, taken as a whole, are not materially less favorable to the Holders than the encumbrances and restrictions contained in such predecessor agreements; (iv) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary; and provided, further, that (2i) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3ii) the Company reasonably Borrower determines that any such encumbrance or restriction will not materially affect the ability of the Issuers Borrower to make any anticipated principal payments of the Obligations; (I) customary restrictions contained in asset sale, stock sale, merger and other similar agreements limiting the transfer, disposition or interest payments distribution of such property pending the closing of such sale, including any restriction imposed with respect to such Restricted Subsidiary pursuant to an agreement to dispose of all or substantially all the Equity Interests or assets of such Restricted Subsidiary; (J) customary restrictions imposed on the Securitiestransfer or use of copyrighted or patented materials or other Intellectual Property and customary provisions in agreements that restrict the assignment of such agreements or any rights thereunder or in leases governing leasehold interests; (K) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions of assets (including Equity Interests) by that Restricted Subsidiary pending its sale or other disposition; (L) restrictions on Indebtedness incurred by any Restricted Subsidiary that is a Foreign Subsidiary; provided that such restrictions are then customary for Indebtedness of such type incurred in such jurisdiction; or (M) restrictions resulting from any U.S. or foreign law, rule, regulation or order applicable to the Borrower or any Restricted Subsidiary. (ii) With respect to Section 8.08(a)(iv) only, to restrictions: (A) relating to Indebtedness that is permitted to be incurred and secured without also securing the Obligations pursuant to 8.01 that limit the right of the debtor to dispose of the property securing such Indebtedness; (B) encumbering property at the time such property was acquired by the Borrower or any Restricted Subsidiary, so long as such restrictions relate solely to the property so acquired and were not created in connection with or in anticipation of such acquisition; (C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder; (D) imposed by virtue of any transfer of, agreement to transfer, option or right with respect to or Lien on any property of the Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement; or (E) imposed under any purchase money Indebtedness described in Section 8.01(g) or Capitalized Lease Obligation in the ordinary course of business with respect only to the property the subject thereof.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, create directly or indirectly, create, assume or otherwise cause or permit suffer to exist or become effective effective, or enter into any agreement with any Person that would cause to become effective, any consensual encumbrance or restriction on the ability legal right of any Restricted Subsidiary (other than a Foreign Subsidiary) to (a) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or Redeemable Stock held by the Company or a Restricted Subsidiary, (b) pay any Indebtedness or other obligations obligation owed to the CompanyCompany or any other Restricted Subsidiary, (bc) make any loans or advances to the Company or any other Restricted Subsidiary or (cd) transfer any of its property or assets to the CompanyCompany or any other Restricted Subsidiary. Such limitation will not apply (1) with respect to clauses (c) and (d) only, except: to encumbrances and restrictions (i) in existence under or by reason of any agreements in effect on the Closing Date, (ii) required by the Senior Credit Facility that are not more restrictive than those in effect under the Senior Credit Facility on the Closing Date, (iii) existing at such Restricted Subsidiary at the time it became a Restricted Subsidiary if (A) such encumbrance or restriction was not created in anticipation of such acquisition and (B) immediately following such acquisition, on a pro forma basis, the Company could incur at least $1.00 of additional Indebtedness pursuant to clause (a) of Section 1008 or (iv) which result from the renewal, refinancing, extension or amendment of an agreement referred to in the immediately preceding clauses (i), (ii) and (iii) above, provided, such replacement or encumbrance or restriction is no more restrictive to the Company or Restricted Subsidiary and is not materially less favorable to the Holders of Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced, and (2) with respect to clause (d) only, to (i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance sale, transfer or restriction pursuant to any agreement governing Bank Indebtedness; other disposition of assets or Property securing Indebtedness as a result of a Lien permitted under Section 1009, (ii) any encumbrance or restriction in connection with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by acquisition of Property, so long as such Restricted Subsidiary prior encumbrance or restriction relates solely to the date on which Property so acquired and was not created in connection with or in anticipation of such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration inacquisition, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iii) customary provisions restricting subletting or assignment of leases and customary provisions in other agreements that restrict assignment of such agreements or rights thereunder, (iv) any encumbrance or restriction pursuant due to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause applicable law, (c)(iv) or (c)(ii) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(i) or (c)(ii) of this Section 4.05 or this clause (iii); provided, however, that the encumbrances and customary restrictions contained in any such Refinancing agreement or amendment, taken as a whole, are not materially less favorable to the Holders than the encumbrances and restrictions contained in such predecessor agreements; (iv) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security sale agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts limiting the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and and (vi) customary provisions restrictions contained in joint venture agreements; provided, however, that (1) purchase money obligations for Property acquired in the ordinary course of business with respect to transfers of such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the SecuritiesProperty.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, create directly or otherwise cause indirectly, enter into, incur or permit to exist any agreement or become effective other arrangement that prohibits, restricts or imposes any consensual encumbrance condition upon (a) the ability of the Company or restriction on any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or (b) the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company, (b) to make any loans or advances to the Company or (c) a Restricted Subsidiary or to Guarantee Indebtedness of or to transfer any of its property or assets to the Company, except: Company or any other Restricted Subsidiary that owns Capital Stock therein; provided that the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreement; (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant date hereof identified on Schedule 6.07 (but shall apply to any agreement governing Bank Indebtedness; extension or renewal of, or any amendment or modifica tion expanding the scope of, any such restriction or condition); (iiiii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating applicable to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, an agreement entered into in contemplation ofconnection with, or to provide all or any portion of the funds or credit support utilized to consummatein anticipation of, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; ; (iiiiv) any such encumbrance or restriction pursuant to an agreement effecting a Refinancing consisting of Indebtedness Incurred pursuant to an agreement referred to customary non-assignment provisions in clause (c)(i) or (c)(ii) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(i) or (c)(ii) of this Section 4.05 or this clause (iii); provided, however, that the encumbrances and restrictions contained in any such Refinancing agreement or amendment, taken as a whole, are not materially less favorable leases governing leasehold interests to the Holders than extent such provisions restrict the encumbrances and restrictions contained in such predecessor agreements; transfer of the lease or the property leased thereunder; (ivv) in the case of clause (c), a Restricted Subsidiary transferring any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any its property or asset that is subject assets to a leasethe Company, license or similar contract, or (2) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts restrictions restrict the transfer of the property subject to such security agreements; agreements or mortgages; and (vvi) any restriction with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and and provided further that clause (via) customary provisions in joint venture agreements; provided, however, that (1) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such encumbrance restric tions or restriction is applicable conditions apply only to the property or assets securing such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the SecuritiesIndebtedness.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except: (i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessIssue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 4.06 or this clause (iii); providedPROVIDED, howeverHOWEVER, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendment, taken as a whole, amendment are not materially no less favorable to the Holders Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (iv) any such encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (v) in the case of clause (c)) above, any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts restrictions restrict the transfer of the property subject to such security agreements;agreements or mortgages; and (vvi) any restriction with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the CompanyCompany or any Restricted Subsidiary, (b) make any loans or advances to the Company or any Restricted Subsidiary or (c) transfer any of its property or assets to the CompanyCompany or any Restricted Subsidiary, except: (i1) with respect to clauses (a), (b) and (c), (A) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on or prior to the Closing Date Issue Date, including the GPMI Credit Agreements, the GPMP Credit Agreements and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessGPMP Limited Partnership Agreement; (iiB) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iiiC) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(iSection 4.05(1)(A) or (c)(iiB) of this Section 4.05 or this clause (iiiC) or contained in any amendment to an agreement referred to in clause (c)(iSection 4.05(1)(A) or (c)(iiB) of this Section 4.05 or this clause (iiiC); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendmentamendment are not materially less favorable, taken as a whole, are not materially less favorable to the Holders Company (as determined by the Company in its reasonable and good faith judgment) than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (ivD) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and; (viE) any encumbrance or restriction pursuant to an agreement or instrument relating to any property or assets acquired after the Issue Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not created in anticipation of such acquisition; (F) any encumbrance or restriction pursuant to applicable law, rule, regulation or order (or other governmental approval, license or permit); (G) restrictions on cash, cash equivalents, Temporary Cash Investments or other deposits or net worth imposed under contracts entered into the ordinary course of business, including such restrictions imposed by customers, suppliers, landlords or insurance, surety or bonding companies; (H) any encumbrance or restriction with respect to a Foreign Subsidiary entered into in the ordinary course of business or pursuant to the terms of Indebtedness that was Incurred by such Foreign Subsidiary in compliance with the terms of this Indenture; (I) provisions contained in any license, permit or other accreditation with a regulatory authority entered into the ordinary course of business; (J) provisions in agreements or instruments which prohibits the payment or making of dividends or other distributions other than on a pro rata basis; (K) customary provisions in organizational documents, joint venture agreements and other similar agreements (in each case relating solely to the applicable joint venture or similar entity or the equity interests therein); (L) customary provisions contained in leases, licenses (including with respect to intellectual property) and other similar agreements entered into in the ordinary course of business; (M) any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license (including without limitations, licenses of intellectual property) or other contracts; (N) customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business; (O) provisions contained in sales agreements, purchase agreements, acquisition agreements (including by way of merger, acquisition or consolidation) entered into by the Company or any Restricted Subsidiary in respect of a transaction permitted by this Indenture and solely to the extent in effect pending the closing of such transaction and relating solely to the assets covered or contemplated thereby; (P) customary encumbrances or restrictions with respect to a Real Estate SPV effected in connection with a Qualified Real Estate Financing; provided, however, that such restrictions apply only to such Real Estate SPV; and (1Q) any encumbrance or restrictions existing under or by reason of any agreements governing other Indebtedness permitted to be incurred under Section 4.03 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially more restrictive, taken as a whole, than those permitted in (y) this Indenture, the Securities and the Guarantees or (z) agreements governing Indebtedness outstanding on the Issue Date, in each case as determined by the Company in its reasonable and good faith judgment. (2) with respect to clause (c) of this Section 4.05 only, (A) any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and (B) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction is applicable only restricts the transfer of the property subject to such Restricted Subsidiary, (2) the encumbrance security agreements or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securitiesmortgages.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company, (b) make any loans or advances to the 46 40 Company or (c) transfer any of its property or assets to the Company, except: (i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Issue Date and any encumbrance or restriction pursuant to any agreement governing Bank Indebtednessthe New Credit Facility as in effect on the Issue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(iSection 4.05(i) or (c)(iiii) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (c)(iSection 4.05(i) or (c)(iiii) of this Section 4.05 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing refinancing agreement or amendmentamendment are not, taken as a whole, are not materially less favorable to the Holders Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (iv) in the case of clause (c), any such encumbrance or restriction consisting of customary provisions restricting (1x) that restricts in a customary manner the sublettingassignment, assignment subletting or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) other transfers contained in security leases, licenses and similar agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts provisions restrict the transfer of the lease or the property subject to such security agreementsthereto, or (y) the assignment or other transfer of any lease or other contract; (vvi) any restriction with respect to a Restricted Subsidiary, any restriction Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The (a) From and after the Merger and Release, the Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability right of any Restricted Subsidiary to to: (a1) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock to the Company or any other Restricted Subsidiary, (2) pay any Indebtedness Debt or other obligations obligation owed to the Company, Company or any other Restricted Subsidiary, (b3) make any loans or advances to the Company or any other Restricted Subsidiary, or (c4) transfer any of its property or assets Property to the Company, exceptCompany or any other Restricted Subsidiary. (b) The foregoing limitations will not apply: (i1) any encumbrance or restriction pursuant with respect to applicable law or an agreement Sections 4.13(a)(1), (2), (3) and (4) , to restrictions: (A) in effect at or entered into on the Closing Issue Date and (as such restrictions may be amended from time to time, other than any encumbrance or restriction pursuant to any agreement governing Bank Indebtednesssuch amendment that would adversely affect the interests of the Holders of the Senior Notes); (iiB) any encumbrance imposed by the Senior Notes or restriction this Indenture (or the Senior Subordinated Notes or the indenture related thereto), or by indentures governing other Debt the Company Incurs (and, if such Debt is guaranteed, by the guarantors of such Debt) ranking on a parity with the Senior Notes or the Senior Subordinated Notes, provided that the restrictions imposed by such indentures are no more restrictive than the restrictions imposed by this Indenture; (C) imposed by the Credit Facility with respect to Debt permitted to be Incurred on or subsequent to the date of this Indenture pursuant to Section 4.09(c)(1); (D) relating to Debt of a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such and existing at the time it became a Restricted Subsidiary prior to the date on which if such Restricted Subsidiary restriction was acquired by the Company (other than Indebtedness Incurred as consideration in, not created in contemplation of, connection with or to provide all or any portion in anticipation of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; (iiiE) any encumbrance or restriction pursuant to an agreement effecting a that result from the Refinancing of Indebtedness Debt Incurred pursuant to an agreement referred to in clause (c)(iSection 4.13(a)(1) or (c)(ii4) of this Section 4.05 or this clause (iii) or contained 4.13 above; provided such restriction is no less favorable in any amendment material respect to an the Holders of Senior Notes than those under the agreement referred evidencing the Debt so Refinanced when taken as a whole; (F) restrictions on cash or other deposits or net worth imposed by leases or other agreements entered into in the ordinary course of business; (G) any encumbrances or restrictions required by any governmental, local or regulatory authority having jurisdiction over the Company or any of its Restricted Subsidiaries or any of their businesses in connection with any development grant made or other assistance provided to the Company or any of its Restricted Subsidiaries by such governmental authority; (H) customary provisions in clause (c)(i) joint venture or (c)(ii) of this Section 4.05 similar agreements or this clause (iii)other arrangements with minority investors in Restricted Subsidiaries; provided, however, that the encumbrances and restrictions contained in any such Refinancing agreement or amendment, taken as a whole, are not materially less favorable to the Holders than the encumbrances and restrictions contained in such predecessor agreements; (iv) in the case of clause (c), any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (v) with respect to a Restricted Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary; and provided, further, that (2i) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Senior Notes than is customary in comparable agreements and (3ii) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers Company to make any anticipated payments of principal or interest payments on the SecuritiesSenior Notes; (I) with respect to a Securitization Entity in connection with a Qualified Securitization Transaction; provided, however, that such encumbrances and restrictions are customarily required by the institutional sponsor or arranger of such Qualified Securitization Transaction in similar types of documents relating to the purchase of similar receivables in connection with the financing thereof; (J) customary restrictions contained in asset sale agreements, stock sale agreements and other similar agreements limiting the transfer, disposition or distribution of such Property pending the closing of such sale, including any restriction imposed with respect to such Restricted Subsidiary pursuant to an agreement to dispose of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; or (K) customary restrictions imposed on the transfer of copyrighted or patented materials or other intellectual property and customary provisions in agreements that restrict the assignment of such agreements or any rights thereunder; (2) with respect to Section 4.12(a)(4) only, to restrictions: (A) relating to Debt that is permitted to be Incurred and secured without also securing the Senior Notes pursuant to Section 4.11 that limit the right of the debtor to dispose of the Property securing such Debt, (B) encumbering Property at the time such Property was acquired by the Company or any Restricted Subsidiary, so long as such restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition, (C) resulting from customary provisions restricting subletting of assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder, (D) imposed by virtue of any transfer of, agreement to transfer, option or right with respect to or Lien on, any Property of the Company or the relevant Restricted Subsidiary not otherwise prohibited by this Indenture, or (E) imposed under any Purchase Money Debt or Capital Lease Obligation in the ordinary course of business with respect only to the property the subject thereof.