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. 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. (a) 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 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, Issuer or any Restricted Subsidiary; (b2) make any loans or advances to the Company Issuer or any Restricted Subsidiary; or (c3) transfer any of its property or assets to the Company, exceptIssuer or any Restricted Subsidiary. (b) The provisions of Section 4.8(a) will not prohibit: (i) any encumbrance or restriction pursuant to applicable law this Indenture, the Time Warner Credit Facilities or an any 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 prior to or its property or assets in existence on or before the date on which such Restricted Subsidiary or its property or assets was acquired (directly or indirectly) by the Company Issuer (other than encumbrances or restrictions relating to 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 or in contemplation of the transaction) and outstanding on such date; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a Refinancing refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 4.8(b) or this clause (iii) or contained in any amendment to an agreement relating to any Indebtedness referred to in clause (c)(ii) or (c)(iiii) of this Section 4.05 4.8(b) or this clause (iii); provided, however, that the encumbrances and any such restrictions contained in any such Refinancing amendments or any agreement effecting refunding, replacement or amendment, taken as a wholerefinancing referred to above, are not materially less favorable to the Holders more restrictive taken as a whole than the encumbrances and restrictions contained in the agreements relating to the Indebtedness referred to in clauses (i) or (ii) of this Section 4.8(b) in existence on the Issue Date or the date such predecessor agreementsRestricted Subsidiary became a Restricted Subsidiary, whichever is applicable; (iv) in the case of clause (c3) of Section 4.8(a), 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 securing Indebtedness of a Restricted Subsidiary permitted under this Indenture 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 Issuer or any Restricted Subsidiary; (va) purchase money obligations for property acquired in the ordinary course of business and (b) Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of Section 4.8(a) on the property so acquired; (vi) 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; (vii) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order, including applicable corporate law restrictions on the payment of dividends; (viii) net worth provisions in leases and other agreements entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business; and (viix) customary provisions in joint venture agreements; provided, however, that (1) such any encumbrance or restriction is applicable only in any agreement or instrument relating to such Indebtedness of the Issuer or a Restricted SubsidiarySubsidiary permitted to be incurred after the Issue Date under Section 4.3 if the encumbrances or restrictions contained in the relevant agreement, (2) the encumbrance or restriction is taken as a whole, are not materially more disadvantageous to the Holders Note holders than is customary in comparable financings or agreements (for which a determination in good faith by the Board of Directors shall be conclusive) and either (3a) the Company reasonably determines Board of Directors has determined in good faith that any such encumbrance or restriction will not materially affect the Issuer’s ability of the Issuers to make any anticipated principal or payments of principal, interest payments and Additional Amounts on the SecuritiesNotes when they become due and payable or (b) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) 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 (cit being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its property or assets to the CompanyCompany or any Restricted Subsidiary. (b) However, exceptparagraph (a) of this Section 7.25 will not prohibit: (i1) any encumbrance or restriction pursuant to applicable law or by reason of an agreement in effect at or entered into on the Closing Date Issue Date, including, without limitation, this Indenture and the Security Documents as in effect on such date; (2) any encumbrance or restriction with respect to a Person pursuant to or by reason of an agreement relating to any agreement governing Bank IndebtednessCapital Stock or Indebtedness Incurred by a Person on or before the date on which such Person was acquired by the Company or another Restricted Subsidiary (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person was acquired by the Company or a Restricted Subsidiary or in contemplation of the transaction) and outstanding on such date; provided, however that any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property so acquired; (ii3) 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 Company and the Restricted Subsidiaries to realize the value of, property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; (4) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided, however that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property of such Unrestricted Subsidiary; (5) with respect to any Restricted Subsidiary incorporated or organized outside the United States, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was Incurred if either (a) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (b) the Company determines that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes, as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive; (6) 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 refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clauses (1) through (5), clause (c)(i12) or this clause (c)(ii6) of this Section 4.05 or this clause (iii7.25(b) or contained in any amendment to amendment, restatement, modification, renewal, supplemental, refunding, replacement or refinancing of an agreement referred to in clauses (1) through (5), clause (c)(i12) or this clause (c)(ii6) of this Section 4.05 or this clause (iii7.25(b); provided, however, however that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such Refinancing agreement or amendment, taken as a whole, whole are not materially no less favorable in any material respect to the Holders of the Notes than the encumbrances and restrictions contained in such predecessor agreementsthe agreements governing the Indebtedness being refunded, replaced or refinanced; (iv7) in the case of clause (c)3) of Section 7.25(a) above, 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 leaselease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (2including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license (including, without limitation, licenses of intellectual property) or other contract; (B) 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; (vC) contained in any agreement creating Hedging Obligations permitted from time to time under this Indenture which are not included in the definition of Indebtedness pursuant to clause (3) of the penultimate paragraph of the definition thereof; (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; or (E) provisions with respect to the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business; (8) any encumbrance or restriction contained in (a) purchase money obligations for property acquired in the ordinary course of business and (b) Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of Section 7.25(a) on the property so acquired; (9) any encumbrance or 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 of 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; (10) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Business Investment”; (11) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (12) encumbrances or restrictions contained in agreements governing Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be Incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 7.22; provided, however that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company and its Restricted Subsidiaries taken as a whole, as determined by the Company in good faith, than the provisions contained in the First Lien Credit Agreement and in this Indenture as in effect on the Issue Date; (13) the issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided, however that issuance of such Preferred Stock is permitted pursuant to Section 7.22 and the terms of such Preferred Stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Capital Stock); (14) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and similar documents and agreements; (15) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (vi16) customary provisions any encumbrance or restriction contained in joint venture agreementsthe First Lien Credit Agreement as in effect as of the Issue Date, and in any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided, howeverhowever that such amendments, 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 the Holders than is customary First Lien Credit Agreement as 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 effect on the SecuritiesIssue Date.

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. 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. (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 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. 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 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 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, exceptexcept any encumbrance or restriction: (i1) any encumbrance or restriction pursuant to applicable law or an agreement or instrument in effect at or entered into on the Closing Date and Issue Date, any encumbrance Credit Facility, the Senior Indenture, this Indenture, the Senior Notes or restriction the Notes; (2) pursuant to any agreement governing Bank Indebtednessor instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged or consolidated with or into the Company or any Restricted Subsidiary, or which agreement or instrument is assumed by the Company or any Restricted Subsidiary in connection with an acquisition of assets from such Person, as in effect at the time of such acquisition, merger or consolidation (except to the extent that such Indebtedness was Incurred to finance, or otherwise in connection with, such acquisition, merger or consolidation); provided that for purposes of this clause (2), if another Person is the Successor Company, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Company or a Restricted Subsidiary, as the case may be, when such Person becomes the Successor Company; (ii3) 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 instrument (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“Refinancing Agreement”) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing refinancing of Indebtedness Incurred pursuant to to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in clause (c)(i1) or (c)(ii2) of this Section 4.05 410 or this clause (iii3) (an “Initial Agreement”) or contained in any amendment amendment, supplement or other modification to an agreement referred to in clause Initial Agreement (c)(i) or (c)(ii) of this Section 4.05 or this clause (iiian “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing agreement Agreement or amendment, taken as a whole, Amendment are not materially less favorable to the Holders of the Notes taken as a whole than the encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such predecessor agreementsRefinancing Agreement or Amendment relates (as determined in good faith by the Company); (iv4) in the case of clause (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 or similar contract, or the assignment or transfer of any 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 restricting the transfer of the property or assets subject thereto, (D) 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) pursuant to Purchase Money Obligations that impose encumbrances or restrictions on the property or assets so acquired, (F) on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business, (G) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including leases and joint venture and other similar agreements entered into in the ordinary course of business), (H) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or such security agreementsRestricted Subsidiary or (I) pursuant to Hedging Obligations; (v5) 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; (vi6) customary by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary or any of their businesses; or (7) pursuant to an agreement or instrument (A) relating to any Indebtedness permitted to be Incurred subsequent to the Issue Date pursuant to the provisions of Section 407 (i) if the encumbrances and restrictions contained in joint venture agreements; providedany such agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than the encumbrances and restrictions contained in the Initial Agreements (as determined in good faith by the Company), however, that or (1ii) if such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable agreements financings (as determined in good faith by the Company) and either (3x) the Company reasonably determines that any such encumbrance or restriction will not materially affect the Company’s ability of the Issuers to make any anticipated principal or interest payments on the SecuritiesNotes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness, (B) relating to any sale of receivables by a Foreign Subsidiary or (C) relating to Indebtedness of or a Financing Disposition to or by any Receivables Entity.

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 Stock, or pay any Indebtedness or other obligations owed 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: (i1) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date 1997 Notes Issue Date, including without limitation, each of the Credit Agreements and any encumbrance or restriction pursuant to any agreement governing Bank Indebtednessrelated collateral documents and guarantees; (ii2) any encumbrance or restriction with respect to a Restricted Subsidiary (x) pursuant to an agreement relating to any Indebtedness (A) Incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company or (B) of a Person assumed by the Company or a Restricted Subsidiary in connection with the acquisition of assets from such Person provided that at the time such assets were owned by such other Person such Indebtedness was either secured by such assets or related to the acquisition, ownership, improvement or use of such assets (in each case 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 such assets were acquired by the CompanyCompany or a Restricted Subsidiary, as applicable) or (y) that is not pursuant to an agreement relating to Indebtedness, and outstanding on is in existence at the time that such datePerson becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming such a Subsidiary; (iii3) any encumbrance or restriction pursuant to an agreement effecting (a "Refinancing of Indebtedness Incurred pursuant to Agreement") that extends, renews, refinances or replaces an agreement referred to in clause (c)(i1) or (c)(ii2) of this Section 4.05 or this clause (iii3) (an "Initial Agreement") 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)Initial Agreement; providedPROVIDED, howeverHOWEVER, that the encumbrances and restrictions contained in any such Refinancing agreement Agreement or amendment, taken as a whole, amendment are not materially less favorable to the Holders Securityholders than the encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such predecessor agreementsRefinancing Agreement or amendment relates (as determined in good faith by the Company); (iv4) in the case of clause (c), any encumbrance or restriction (1A) that restricts in a customary manner (x) the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2y) the assignment or transfer of any lease, license or other contract, or (B) 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 or asset subject to such security agreementsagreements or mortgages; (v5) any restriction with respect to a Restricted Subsidiary, or any restriction property or assets of any Restricted 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 Subsidiary, or the sale or disposition of the property or assets that are subject to such restriction, pending the closing of such sale or disposition; (6) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (7) any encumbrance or restriction pursuant to an agreement relating to any foreign Indebtedness incurred by any non-U.S. Restricted Subsidiary; (8) any encumbrance or restriction required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary or any of their businesses; (9) any encumbrance or restriction pursuant to an agreement relating to Indebtedness of or a Financing Disposition to or by any Receivables Subsidiary or Equipment Subsidiary; and (vi10) customary provisions in joint venture agreements; provided, however, that (1) such any encumbrance or restriction is applicable only pursuant to such Restricted Subsidiary, (2) the encumbrance a joint venture or restriction is not materially more disadvantageous to the Holders than is customary similar agreement or arrangement entered into 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 Securitiesconnection with a Fiskeby Transaction.

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 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 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. (a) 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 (cit being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its property or assets to the CompanyCompany or any Restricted Subsidiary. (b) However, exceptparagraph (a) of this Section 4.12 will not prohibit: (i1) any encumbrance or restriction pursuant to applicable law or by reason of an agreement in effect at or entered into on the Closing Date Issue Date, including, without limitation, this Indenture and the Security Documents as in effect on such date; (2) any encumbrance or restriction with respect to a Person pursuant to or by reason of an agreement relating to any agreement governing Bank IndebtednessCapital Stock or Indebtedness Incurred by a Person on or before the date on which such Person was acquired by the Company or another Restricted Subsidiary (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person was acquired by the Company or a Restricted Subsidiary or in contemplation of the transaction) and outstanding on such date; provided, that any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property so acquired; (ii3) 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 Company and the Restricted Subsidiaries to realize the value of, property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; (4) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided, that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property of such Unrestricted Subsidiary; (5) with respect to any Restricted Subsidiary incorporated or organized outside the United States, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was Incurred if either (a) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (b) the Company determines that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes, as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive; (6) 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 refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clauses (1) through (5), clause (c)(i12) or this clause (c)(ii6) of this Section 4.05 or this clause (iii4.12(b) or contained in any amendment to amendment, restatement, modification, renewal, supplemental, refunding, replacement or refinancing of an agreement referred to in clauses (1) through (5), clause (c)(i12) or this clause (c)(ii6) of this Section 4.05 or this clause (iii4.12(b); 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, whole are not materially no less favorable in any material respect to the Holders of the Notes than the encumbrances and restrictions contained in such predecessor agreementsthe agreements governing the Indebtedness being refunded, replaced or refinanced; (iv7) in the case of clause (c)3) of Section 4.12(a) above, 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 leaselease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (2including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license (including, without limitation, licenses of intellectual property) or other contract; (B) 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; (vC) contained in any agreement creating Hedging Obligations permitted from time to time under this Indenture which are not included in the definition of Indebtedness pursuant to clause (3) of the penultimate paragraph of the definition thereof; (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; or (E) provisions with respect to the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business; (8) any encumbrance or restriction contained in (a) purchase money obligations for property acquired in the ordinary course of business and (b) Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of Section 4.12(a) on the property so acquired; (9) any encumbrance or 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 of 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; (10) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Business Investment”; (11) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (12) encumbrances or restrictions contained in agreements governing Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be Incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 4.09; provided, that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company and its Restricted Subsidiaries taken as a whole, as determined by the Company in good faith, than the provisions contained in the First Lien Credit Agreement and in this Indenture as in effect on the Issue Date; (13) the issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided, that issuance of such Preferred Stock is permitted pursuant to Section 4.09 and the terms of such Preferred Stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Capital Stock); (14) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and similar documents and agreements; (15) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (vi16) customary provisions in joint venture agreements; provided, however, that (1) such any encumbrance or restriction is applicable only to contained in the First Lien Credit Agreement as in effect as of the Issue Date, and in any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such Restricted Subsidiaryamendments, (2) the encumbrance modifications, restatements, renewals, increases, supplements, refundings, replacements or restriction is refinancings are not materially more disadvantageous restrictive with respect to such dividend and other payment restrictions than those contained in the Holders than is customary First Lien Credit Agreement as 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 effect on the SecuritiesIssue Date.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its 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 to to: (a1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligations owed to the Company, Company or any of its Restricted Subsidiaries; (b2) make any loans or advances to the Company or any of its Restricted Subsidiaries; or (c3) transfer any of its property properties or assets to the CompanyCompany or any of its Restricted Subsidiaries. (b) However, exceptSection 4.13(a) will not apply to encumbrances or restrictions existing under or by reason of: (i1) any encumbrance or restriction pursuant to applicable law or an agreement Existing Indebtedness as in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank Indebtednessdate hereof; (ii2) this Indenture or the Notes; (3) applicable law, rules or regulations; (4) any encumbrance instrument governing Indebtedness (including Acquired Debt) or restriction with respect to Capital Stock of 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 Person acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of its Restricted Subsidiaries as in effect at the funds or credit support utilized to consummate, the transaction or series time 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; acquisition (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 except to the extent such encumbrance Indebtedness was incurred in connection with 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 in contemplation of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; providedacquisition), however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) non-assignment provisions in leases, licenses or similar agreements entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in Section 4.13(a)(3); (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (8) Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien; (9) 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 entered into in the ordinary course of business; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) the Senior Credit Agreement and related agreements as in effect on the date of this Indenture; (12) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (13) encumbrances or restrictions existing under or arising pursuant to Credit Facilities entered into in accordance with this Indenture; provided that the encumbrances or restrictions in such Credit Facilities are not materially more disadvantageous restrictive to the Holders borrower than is customary those applicable to the borrower under the Senior Credit Agreement as in comparable agreements and effect on the date of this Indenture (3) other than encumbrances or restrictions in Credit Facilities entered into by a Restricted Subsidiary of the Company reasonably determines to finance some or all of the purchase price of a Restricted Subsidiary and which only apply to the Restricted Subsidiary so acquired and such Restricted Subsidiary’s assets); (14) any Purchase Money Note or other Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction; provided that any such restrictions apply only to such Receivables Subsidiary; (15) encumbrances or restrictions under Indebtedness incurred by the Restricted Subsidiaries owning the assets that comprise the Kildare Hotel and Country Club, which encumbrance or restriction will is not applicable to any other Persons or the property or assets of any other Person; provided that such Indebtedness was permitted by the terms of this Indenture; and (16) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in Sections 4.13(b)(1) through (15); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company, not materially affect more restrictive with respect to such dividend and other payment restrictions than those contained in the ability of the Issuers dividends or other payment restrictions prior to make any anticipated principal such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement 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 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 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 Borrower 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 owed to the CompanyBorrower or its Restricted Subsidiaries, (bii) make any loans or advances to the Company Borrower or its Restricted Subsidiaries or (ciii) transfer any of its property or assets to the CompanyBorrower or its Restricted Subsidiaries (provided that dividend or liquidation priority between classes of Capital Stock, exceptor subordination of any obligation (including the application of any remedy bars thereto) to any other obligation, will not be deemed to constitute such an encumbrance or restriction), except any encumbrance or restriction: (ia) any encumbrance or restriction pursuant to applicable law the Loan Documents, the Term Loan Documents or an any other agreement or instrument in effect at or entered into on the Closing Date and any encumbrance or restriction set forth on Schedule 6.03; (b) pursuant to any agreement governing Bank Indebtednessor instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged or consolidated with or into the Borrower or any Restricted Subsidiary, or which agreement or instrument is assumed by the Borrower or any Restricted Subsidiary in connection with an acquisition of assets from such Person, as in effect at the time of such acquisition, merger or consolidation (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger or consolidation); provided that for purposes of this clause (b), if a Person other than the Borrower is the surviving entity with respect to such merger or consolidation, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Borrower or a Restricted Subsidiary, as the case may be, when such Person becomes such surviving entity; (iic) 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 instrument (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“Refinancing Agreement”) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing refinancing of Indebtedness Incurred pursuant to to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in clause (c)(ia) or (c)(iib) of this Section 4.05 6.03 or this clause (iiic) (an “Initial Agreement”) or contained in any amendment amendment, supplement or other modification to an agreement referred to in clause Initial Agreement (c)(i) or (c)(ii) of this Section 4.05 or this clause (iiian “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing agreement Agreement or amendment, Amendment taken as a whole, whole are not materially less favorable to the Holders Lenders than the encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such predecessor agreementsRefinancing Agreement or Amendment relates (as determined in good faith by the Borrower); (iv) in the case of clause (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 or similar contract, or the assignment or transfer of any 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 Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement, (C) contained in mortgages, pledges or other security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts restricting the transfer of the property or assets subject thereto, (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary, (E) pursuant to Purchase Money Obligations that impose encumbrances or restrictions on the property or assets so acquired, (F) on cash or other deposits or net worth imposed by customers or suppliers under agreements entered into in the ordinary course of business, (G) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and joint venture and other similar agreements entered into in the ordinary course of business), (H) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or such security agreementsRestricted Subsidiary, or (I) pursuant to Hedging Agreements; (ve) 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 by reason of any applicable Law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Borrower or any Restricted Subsidiary or any of their businesses; or (g) pursuant to an agreement or instrument (A) relating to any Indebtedness permitted to be Incurred subsequent to the Closing Date pursuant to the provisions of Section 6.01 (i) if the encumbrances and restrictions contained in joint venture agreements; providedany such agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in the Initial Agreements (as determined in good faith by the Borrower), however, that or (1ii) if such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders Lenders than is customary in comparable agreements financings (as determined in good faith by the Borrower) and either (3x) the Company reasonably Borrower determines in good faith 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 or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness or (B) relating to any sale of receivables by a Foreign Subsidiary.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company and Parent 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 Parent or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the CompanyParent or a Restricted Subsidiary, (b) make any loans or advances to the Company Parent or a Restricted Subsidiary or (c) transfer any of its property or assets to the CompanyParent 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 (i) the Credit Agreement as entered into on the Issue Date and (ii) any agreement (other than (x) agreements relating to Indebtedness and (y) charter provisions and other agreements relating to Capital Stock) 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 Parent 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 became a Restricted Subsidiary or was otherwise acquired by the CompanyParent) and outstanding on such date; (iiiC) any encumbrance or restriction pursuant to an agreement effecting a an amendment, modification, restatement, renewal, increase, supplement, replacement or Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(iSection 4.06(1)(A) or (c)(ii4.06(1)(B) of this Section 4.05 or this clause (iii1)(C) or contained in any amendment to an agreement referred to in clause (c)(iSection 4.06(1)(A) or (c)(ii4.06(1)(B) of this Section 4.05 or this clause (iii1)(C); 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; (ivD) restrictions on cash or other deposits imposed by customers under contracts entered into in the case ordinary course of business; (E) restrictions in Management Agreements that require the payment of management fees to Parent or one of its Qualified Restricted Subsidiaries prior to payment of dividends or distributions; (F) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale of such Restricted Subsidiary (whether by stock sale, asset sale, merger, consolidation or otherwise) pending the closing of such sale or disposition; and 57 (G) any Permitted Payment Restriction; (2) with respect to clause (c), ) only: (A) any such encumbrance or restriction consisting of customary nonassignment provisions in leases and licenses; and (1B) 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, mortgages and other similar 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;; and (v3) with respect to a Restricted Subsidiaryclauses (b) and (c) only, any encumbrance or restriction imposed pursuant with respect to an a Qualified Restricted Subsidiary with respect to any agreement entered into for the sale or disposition of all charter provision evidencing Indebtedness or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or dispositionotherwise permitted under this Indenture; and (vi) customary provisions in joint venture agreements; providedPROVIDED, howeverHOWEVER, that (1) the provisions relating to such encumbrance or restriction is applicable only to contained in such Restricted Subsidiary, (2) the encumbrance agreement or restriction is charter provision are not materially more disadvantageous less favorable to the Holders than is customary the encumbrances and restrictions described 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 SecuritiesSection 4.06(1)(A).

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 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. (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: (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 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 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 (provided that dividend or liquidation priority between classes of Capital Stock, exceptor subordination of any obligation (including the application of any remedy bars thereto) to any other obligation, will not be deemed to constitute such an encumbrance or restriction), except any encumbrance or restriction: (i1) any encumbrance or restriction pursuant to applicable law or an agreement or instrument in effect at or entered into on the Closing Date and Issue Date, any encumbrance Credit Facility, this Indenture or restriction the Notes; (2) pursuant to any agreement governing Bank Indebtednessor instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged or consolidated with or into the Company or any Restricted Subsidiary, or which agreement or instrument is assumed by the Company or any Restricted Subsidiary in connection with an acquisition of assets from such Person, as in effect at the time of such acquisition, merger or consolidation (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger or consolidation); provided that for purposes of this clause (2), if a Person other than the Company is the Successor Company with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Company or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company; (ii3) 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 instrument (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“Refinancing Agreement”) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing refinancing of Indebtedness Incurred pursuant to to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in clause (c)(i1) or (c)(ii2) of this Section 4.05 6.8 or this clause (iii3) (an “Initial Agreement”) or contained in any amendment amendment, supplement or other modification to an agreement referred to in clause Initial Agreement (c)(i) or (c)(ii) of this Section 4.05 or this clause (iiian “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing agreement Agreement or amendment, Amendment taken as a whole, whole are not materially less favorable to the Holders of the Notes than the encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such predecessor agreementsRefinancing Agreement or Amendment relates (as determined in good faith by the Company); (iv4) in the case of clause (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 or similar contract, or the assignment or transfer of any 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 restricting the transfer of the property or assets subject thereto, (D) 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) pursuant to Purchase Money Obligations that impose encumbrances or restrictions on the property or assets so acquired, (F) on cash or other deposits or net worth imposed by customers or suppliers under agreements entered into in the ordinary course of business, (G) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and joint venture and other similar agreements entered into in the ordinary course of business), (H) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or such security agreementsRestricted Subsidiary, or (I) pursuant to Hedging Obligations; (v5) 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; (vi6) customary by reason of any applicable law, rule, regulation or order, or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary or any of their businesses; or (7) pursuant to an agreement or instrument (A) relating to any Indebtedness permitted to be Incurred subsequent to the Issue Date pursuant to the provisions of Section 6.6 (i) if the encumbrances and restrictions contained in joint venture agreements; providedany such agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than the encumbrances and restrictions contained in the Initial Agreements (as determined in good faith by the Company), however, that or (1ii) if such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable agreements financings (as determined in good faith by the Company) and either (3x) the Company reasonably determines in good faith that any such encumbrance or restriction will not materially affect the Company’s ability of the Issuers to make any anticipated principal or interest payments on the SecuritiesNotes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness, (B) relating to any sale of receivables by a Foreign Subsidiary or (C) relating to Indebtedness of or a Financing Disposition by or to or in favor of any Special Purpose Entity.

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) (i) pay dividends or make any other distributions to the Company 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 Company, (b) make any loans or advances to the Company or (c) sell, lease or transfer any of its property properties 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)(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 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, taken as a wholedetermined by an Officer in good faith, are not materially less favorable to the Holders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements;; and (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 leaseRestricted 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; (E) customary provisions in joint venture agreements, license 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 similar contractother 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 Indenture, the Securities, any Exchange Notes, the Subsidiary Guarantees and the Security Documents; (H) applicable laws, rules, regulations and orders; (I) customary restrictions in Credit Facility Indebtedness Incurred pursuant to Section 4.03(b)(1); provided, however, that such restrictions are not more restrictive than those contained in this Indenture or the Security Documents; 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; (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 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. 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 to: (a1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company, ; (b2) make any loans or advances to the Company or Company; or (c3) transfer any of its property or assets to the Company, 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 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 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; (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(3)(A) or (c)(iiSection 4.05(3)(B) of or this Section 4.05 or this clause (iii4.05(3)(C) or contained in any amendment to an agreement referred to in clause (c)(iSection 4.05(3)(A) or (c)(iiSection 4.05(3)(B) of or this Section 4.05 or this clause (iii4.05(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 than the encumbrances and restrictions contained in such predecessor agreements; (ivD) in the case of clause (cSection 4.05(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 4.05(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 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 Company's ability of the Issuers to make any anticipated principal or interest payments on the Securities, as determined in good faith by a Financial Officer of the Company, 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 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 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 (a) pay dividends or make any other distributions in cash or otherwise on its Capital Stock or pay any Indebtedness or other obligations owed to the Company, an Obligor; (b) make any loans or advances to the Company an Obligor; or (c) sell, lease or transfer any of its property or assets to an Obligor; provided that (x) the Companypriority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to an Obligor to other Indebtedness Incurred by an Obligor shall not be deemed to constitute such an encumbrance or restriction. Notwithstanding anything contained herein, exceptthe following shall not be prohibited by this Section 7.08: (i1) any encumbrance or restriction pursuant to applicable law (a) any Credit Facility or an the documents governing the Senior Notes or (b) any other agreement or instrument, in each case, in effect at or entered into on the Closing Date and Signing Date; (2) 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 or instrument of a Person or relating to any Capital Stock or Indebtedness Incurred by such Restricted Subsidiary prior to of a Person, entered into on or before the date on which such Restricted Subsidiary Person was acquired by the Company or merged, consolidated or otherwise combined with or into an Obligor, or was designated as a Restricted Subsidiary or on which such agreement or instrument is assumed by an Obligor in connection with an acquisition of assets (other than Capital Stock or 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 Companyan Obligor or was merged, consolidated or otherwise combined with or into an Obligor or entered into in contemplation of or in connection with such transaction) and outstanding on such date; provided that, for the purposes of this clause, if another Person is the Successor Borrower, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by an Obligor when such Person becomes the Successor Borrower; (iii3) 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 (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 lease, license or other contract; (2b) contained in mortgages, pledges, charges or other security agreements permitted under this Agreement or securing Indebtedness of a Restricted Subsidiary an Obligor permitted under this Agreement to the extent such encumbrance encumbrances or restriction restricts restrictions restrict the transfer of the property or assets subject to such mortgages, pledges, charges or other security agreements; or (c) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of an Obligor; (v4) any encumbrance or restriction pursuant to Capitalized Lease Obligations permitted under this Agreement, in each case, that impose encumbrances or restrictions on the property so acquired or any encumbrance; (5) any encumbrance or 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 to a Person 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; (vi6) customary provisions in leases, licenses, joint venture agreementsagreements and other similar agreements and instruments entered into in the ordinary course of business; (7) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order, or required by any regulatory authority; (8) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (9) any encumbrance or restriction pursuant to Hedging Obligations; (10) restrictions created in connection with any Qualified Securitization Financing that, in the good faith determination of the Borrower, are necessary or advisable to effect such Securitization Facility and that apply to such Securitization Subsidiary; (11) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the Signing Date pursuant to Section 7.03 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders than (a) the encumbrances and restrictions contained in this Agreement, together with the security documents associated therewith as in effect on the Signing Date or (b) in comparable financings (as determined in good faith by the Borrower) and where, in the case of clause (b), either (i) the Borrower determines at the time of issuance of such Indebtedness that such encumbrances or restrictions will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments on the Indebtedness, including the Senior Notes, or (ii) such encumbrance or restriction applies only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness; (12) any encumbrance or restriction existing by reason of any Lien permitted under Section 7.01; or (13) any encumbrance or restriction pursuant to an agreement or instrument effecting a refinancing of Indebtedness Incurred pursuant to, or that otherwise refinances, an agreement or instrument referred to in clauses (1) or (2) of this paragraph or this clause (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an agreement referred to in clauses (1) or (2) of this paragraph or this clause (13); provided, however, that (1) such encumbrance or restriction is applicable only the encumbrances and restrictions with respect to such Restricted Subsidiary, (2) the encumbrance Subsidiary contained in any such agreement or restriction is not materially more disadvantageous instrument are no less favorable in any material respect to the Holders Lenders taken as a whole than is customary the encumbrances and restrictions contained in comparable agreements and the Initial Agreement or Initial Agreements to which such refinancing or amendment, supplement or other modification relates (3) as determined in good faith by 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 SecuritiesBorrower).

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall Issuer will not, and shall will 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 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 Company, Issuer or any other Restricted Subsidiary, (b) make any loans or advances to the Company Issuer or any other Restricted Subsidiary or (c) transfer any of its property or assets Property to the CompanyIssuer or any other Restricted Subsidiary, except: except such limitation will not apply (1) with respect to clauses (a), (b) and (c), to encumbrances and restrictions (i) in existence under or by reason of any agreements (not otherwise described in clause (iii)) 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 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 Company) and outstanding on such date; Issuer, (iii) any encumbrance or restriction pursuant to an (x) the Credit Facility as in effect on the Issue Date and (y) any agreement effecting a Refinancing which amends, extends, renews, refinances, replaces or refunds the Credit Facility, provided, however, that in the case of Indebtedness Incurred this subclause (y), such restrictions or encumbrances are no less favorable to the holders of the Notes than those restrictions or encumbrances pursuant to the Credit Facility as in effect on the Issue Date except that provisions in the Credit Facility permitting excess cash flow to be used for up to $15 million in restricted payments or investments may be deleted; provided, further, however, that in the case of subclauses (x) and (y), the provisions of the Credit Facility (A) permit (whether explicitly or as a result of the relative maturities of the Credit Facility and the Notes) distributions to the Issuer for the purpose of, and in an amount sufficient to fund the payment of principal due at stated maturity and interest in respect of the Notes (provided, in either case, that such payment is due or to become due within 30 days from the date of such distribution) at a time when there does not exist an event which after notice or passage of time or both would permit the lenders under the Credit Facility to declare all amounts thereunder due and payable, and (B) provide that in no event shall any encumbrance or restriction pursuant to the Credit Facility prohibit distributions for Indebtedness on the Notes for more than 180 days in any consecutive 360 day period, unless (1) there exists a default under the Credit Facility resulting from any payment default under the Credit Facility when due or (2) the maturity of the Credit Facility has been accelerated, or (iv) which result from the extension, renewal, refinancing, replacement, refunding or amendment of an agreement referred to in clause the immediately preceding clauses (c)(i1)(i) or and (c)(iiii) of this Section 4.05 or this clause above and clauses (iii2)(i) or contained in any amendment to an agreement referred to in clause and (c)(iii) or (c)(ii) of this Section 4.05 or this clause (iii); below, provided, however, that the encumbrances such encumbrance or restriction is no more restrictive to such Restricted Subsidiary and restrictions contained in any such Refinancing agreement or amendment, taken as a whole, are is not materially less favorable to the Holders holders of Notes than those under or pursuant to the encumbrances agreement evidencing the Indebtedness so extended, renewed, refinanced, replaced, refunded or amended, and restrictions contained in such predecessor agreements; (iv2) in the case of with respect to clause (c)) only, to (i) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset relating to Indebtedness that is subject permitted to a leasebe Incurred and secured pursuant to Sections 4.11 and 4.16 that limits the right of the debtor to dispose of the assets or Property securing such Indebtedness, license (ii) any encumbrance or similar contractrestriction in connection with an acquisition of Property, 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 was not created in connection with or in anticipation of such acquisition, (iii) customary provisions restricting subletting or assignment of leases of the Issuer or any Restricted Subsidiary 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 Securitiessales.

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 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 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 any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of Indebtedness Incurred pursuant to an the agreement referred to in clause clauses (c)(iA) or and (c)(iiB) 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)above; provided, however, that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is no more restrictive, as reasonably determined by the Company, with respect to such encumbrances and other restrictions contained in any such Refinancing agreement or amendment, taken as a wholewhole than those prior to such amendment, are not materially less favorable to the Holders than the encumbrances and restrictions contained in such predecessor agreementsmodification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (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) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (F) any limitation or prohibition on the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements; (G) any encumbrance or restriction existing under or by reason of contractual requirements of a Receivables Entity in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Entity; and (vi2) 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; providedand (B) any encumbrance or restriction contained in Capital Lease Obligations, howeverany agreement governing Purchase Money Indebtedness, that (1) 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 SubsidiaryCapital Lease Obligations, (2) the encumbrance Purchase Money Indebtedness, 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, 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. (i) The Company shall Issuer will not, and shall will not permit any Restricted Subsidiary (other than a Guarantor) to, directly or indirectly, 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 (aother than a Guarantor) to; (1) pay dividends or make any other distributions on its Capital Stock to the Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligations owed to the Company, Issuer or any Restricted Subsidiary; (b2) make any loans or advances to the Company Issuer or any Restricted Subsidiary; or (c3) sell, lease or transfer any of its property properties or assets to the Company, except: (i) Issuer or 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 IndebtednessRestricted Subsidiary; (ii) The preceding provisions will not prohibit encumbrances or restrictions existing under or by reason of: (1) contractual encumbrances or restrictions pursuant to agreements or instruments in effect as of the Issue Date; (2) this Indenture, the Notes and the Note Guarantees; (3) any agreement or other instrument of a Person acquired by the Issuer or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction with respect is not applicable to a Restricted Subsidiary pursuant to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the properties or assets of the Person and its Subsidiaries, so acquired (including after acquired property); (4) any amendment, restatement, modification, renewal, supplement, refunding, replacement or refinancing of an agreement relating referred to any Indebtedness Incurred by in clauses (1), (2), (3) or (4) of this Section 4.1(h)(ii); provided that such Restricted Subsidiary prior amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive than the encumbrances and restrictions contained in the agreements referred to in clauses (1), (2) or (3) of this Section 4.1(h)(ii) on the Issue Date or 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 datemerged into a Restricted Subsidiary, whichever is applicable; (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; (iv5) in the case of clause (cSection 4.1(h)(i)(3), any encumbrance or restriction (1Liens permitted to be Incurred under the provisions of Section 4.1(g) that restricts in a customary manner limit 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 right of the property subject debtor to dispose of the assets securing such security agreementsIndebtedness; (v6) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations permitted under this Indenture, in each case that impose encumbrances or restrictions of the nature described in clause (3) of Section 4.1(h)(i) on the property so acquired; (7) contracts for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary, any restriction imposed Subsidiary of the Issuer pursuant to an agreement that has been 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; andSubsidiary; (vi) 8) any customary provisions in joint venture agreementsagreements relating to joint ventures that are not Restricted Subsidiaries and other similar agreements entered into in the ordinary course of business and with the approval of the Board of Directors; (9) customary non-assignment provisions in leases, subleases or licenses and other similar agreements entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business; (10) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; provided, however, that and (111) such encumbrance or restriction is applicable only to such Restricted Subsidiary, contained in the terms governing any Indebtedness if (2as determined in good faith by the Issuer) (i) the encumbrance encumbrances or restriction is not materially more disadvantageous to the Holders than is restrictions are ordinary and customary in comparable agreements for a financing of that type and (3ii) the Company reasonably determines that any such encumbrance encumbrances or restriction will not restrictions either (x) would not, at the time agreed to, be expected to materially adversely affect the ability of the Issuers Issuer or any Guarantor to make any anticipated principal or interest payments on the SecuritiesNotes or (y) in the case of any Refinancing Indebtedness, are, taken as a whole, no less favorable in any material respect to the Holders of the Notes than those contained in the agreements governing the Indebtedness being refinanced.

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, including the New Credit Facility; (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 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 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 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 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 agreements; agreements in effect at, or entered into on, the Issue Date; (ivd) in the case of clause (c)iii) of this Section 4.5, 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 the Indenture, (2C) that is included 55 47 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 4.5, 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 (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 (3g) 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 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, 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 in 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 in 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 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 in 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 agreements; providedagreements 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, however, restrictions and conditions set forth in the Brazil Transaction Documents); (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 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 restrictive, taken as a whole, than customary provisions in comparable financings or agreements (as reasonably determined by the Company in good faith); and (M) restrictions and conditions imposed by transactional agreements and documents (including organizational documents of Receivables Subsidiaries) governing Permitted Receivables Facilities and related Indebtedness; provided that any such restrictions and conditions (i) are customary and usual for such Permitted Receivables Facilities, as determined in good faith by the Company or such Subsidiary, and (ii) in the case of any restrictions or conditions upon the ability of the Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets, such restrictions and conditions apply only to assets of and interests in the related Receivables Subsidiary; (ii) with respect to clause (c) only: (A) any encumbrance or restriction consisting of customary provisions in leases and other agreements 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; (C) any anticipated principal encumbrance or interest payments on restriction contained in any Secured Indebtedness otherwise permitted to be incurred pursuant to Sections 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 Guarantor will not, and shall will not permit any Restricted Subsidiary 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 to to: (a) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or any other interest in or participation in or measured by its profits, or pay any Indebtedness Debt or other obligations owed obligation owed, to the Company, Guarantor or a Restricted Subsidiary; (b) make any loans or advances to the Company Guarantor or a Restricted Subsidiary; or (c) transfer any of its property or assets to the Company, exceptGuarantor or a Restricted Subsidiary. The foregoing limitation shall not apply: (A) to encumbrances and restrictions: (i) in existence under or by reason of any encumbrance or restriction pursuant to applicable law or an agreement agreements (not otherwise described in clause (A) (iii) below) 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 relating to Debt of a Restricted Subsidiary and existing at such Restricted Subsidiary at the time it became a Restricted Subsidiary if such encumbrance or restriction was not created in connection 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, or 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 Company) and outstanding on such dateGuarantor; (iii) any encumbrance set forth in the Bank Credit Facility; (iv) applicable to a Restricted Subsidiary that is contained in an agreement or restriction instrument governing or relating to Senior Debt, provided that the provisions of such agreement do not prevent (other than following an event of default on such Senior Debt) the payment of interest and mandatory payment or mandatory prepayment of principal pursuant to an the terms of this Indenture and the Notes, but provided further that such agreement effecting a Refinancing may nevertheless contain customary net worth, leverage, invested capital and other financial covenants, customary covenants regarding the merger of Indebtedness Incurred pursuant or sale of all or any substantial part of the assets of the Guarantor or any Restricted Subsidiary, customary restrictions on transactions with Affiliates, and customary subordination provisions governing Debt owed to the Guarantor or any Restricted Subsidiary; or (v) which result from the renewal, refinancing, extension or amendment of an agreement referred to in clause clauses (c)(iA)(i), (ii) or (c)(ii) of this Section 4.05 or this clause (iii) above or contained in any amendment to an agreement referred to in clause clauses (c)(iB)(i) or (c)(iiii) of this Section 4.05 or this clause (iii); below, provided, however, that the encumbrances and restrictions contained such encumbrance or restriction is no less favorable in any such Refinancing agreement or amendmentmaterial respect, taken as a whole, are not materially less favorable to the Holders of Notes than those under the encumbrances agreement evidencing the Debt so renewed, refinanced, extended or amended, as determined in good faith by the Management Board and restrictions contained evidenced by a Board Resolution; and (B) with respect only to clause (c) of this Section 4.11, to: (i) any encumbrance or restriction relating to Debt that is permitted to be Incurred pursuant to the provisions described in Section 4.09 or Section 4.16 and secured pursuant to the provisions of Section 4.15; 39 (ii) any encumbrance or restriction in connection with an acquisition of Property, so long as such predecessor agreementsencumbrance or restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition; (iii) customary provisions of leases and customary provisions in other agreements that restrict assignment of such agreements or rights thereunder; (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) 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 such Property pending the property subject to closing of such security agreementssale; (v) with respect to any encumbrance or restriction existing by reason of a Restricted Subsidiary, any restriction imposed pursuant to an customary merger or acquisition agreement entered into for the sale purchase or disposition acquisition of all or substantially all the Capital Stock stock or assets of such Restricted Subsidiary pending the closing Guarantor or any of such sale or disposition; andits Subsidiaries by another Person; (vi) customary provisions restrictions contained in joint venture agreements; provided, however, that operating leases for real property and restricting only the transfer of such real property or effective only upon the occurrence and during the continuance of a default in the payment of rent; (1vii) such any encumbrance or restriction is arising as the result of applicable only to such Restricted Subsidiarylaw or regulation; or (viii) any restriction or encumbrance that may be imposed by governmental licenses, (2) the encumbrance franchises 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 Securitiespermits.

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: (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 IndebtednessDate; (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, 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 or this clause (iii3) 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 (iii3); 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 Senior Subordinated Noteholders than the encumbrances and restrictions contained in such predecessor agreements; (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, or (2B) 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 (C) in connection with purchase money obligations for property acquired in the ordinary course of business; (v5) 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; (vi6) customary provisions any encumbrance or restriction of a Receivables Entity effected in joint venture agreementsconnection with a Qualified Receivables Transaction; provided, however, that such restrictions apply only to such Receivables Entity; and (17) such any encumbrance or restriction is applicable only existing pursuant to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous other Indebtedness permitted to be Incurred subsequent to the Holders than is customary in comparable agreements and (3) the Company reasonably determines Senior Subordinated Notes Issue Date pursuant to Section 4.03; provided, however, that any such encumbrance or restriction will not materially affect restrictions are ordinary and customary with respect to the ability type of Indebtedness being Incurred (under the Issuers to make any anticipated principal or interest payments on the Securitiesrelevant circumstances).

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: (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 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) customary any encumbrance or restriction pursuant to applicable law, rule, regulation or order; (F) provisions contained in any approval, license or permit or other accreditation with a regulatory authority; (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 or similar 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 in agreements or instruments which prohibit the payment or making of dividends or other distributions other than on a pro rata basis; (J) provisions in joint venture agreements; provided, however, agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein); (K) 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 will 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 in good faith); and (L) any encumbrance or restriction that would not, in the good faith determination of the Company, reasonably determines that be expected to materially impair the ability of the Company to perform its payment obligations under the Securities. (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 Restricted Subsidiary 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 to (a) pay dividends or make any other distributions on or in respect of its Capital Stock Stock; (b) make loans or advances or pay any Indebtedness or other obligations obligation owed to the Company, (b) make Company or any loans or advances to the Company other Restricted Subsidiary; or (c) transfer any of its property or assets to the CompanyCompany or any other Restricted Subsidiary (the payments, exceptdistributions, loans, advances and transfers described in clauses (a), (b) and (c) being called the "SUBSIDIARY DISTRIBUTIONS"), except for such encumbrances or restrictions existing under or by reason of: (i1) applicable law; (2) any encumbrance or restriction pursuant applicable to applicable law a Restricted Subsidiary that is contained in any Indebtedness or an agreement in effect at or entered into preferred stock outstanding on the Closing Issue Date or permitted to be issued or incurred under the Indenture; PROVIDED that any such restrictions are ordinary and any encumbrance customary with respect to the type of Indebtedness being Incurred or restriction pursuant preferred stock being issued (under the relevant circumstances) and do not, in the good faith judgment of the Board of Directors, materially impair the Company's ability to any agreement governing Bank Indebtednessmake payments on the Notes when due; (ii3) 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 it became a Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, 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 in connection with such Restricted Subsidiary became becoming a Restricted Subsidiary or was otherwise acquired by of the Company) and outstanding on such date; (iii4) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(i2) or (c)(ii3) of this Section 4.05 4.08 or this clause (iii4) or contained in any amendment to an agreement referred to in clause (c)(i2) or (c)(ii3) of this Section 4.05 4.08 or this clause (iii4); 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 less favorable to the Holders Holders, as determined by the Board of Directors in good faith, than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such the applicable predecessor agreements; (iv5) the Notes or this Indenture; (6) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary; (7) any restriction or encumbrance contained in contracts for sale of assets permitted by this Indenture in respect of the case assets being sold pursuant to such contracts pending the close of clause (c)such sale, any which encumbrance or restriction (1) that restricts in a customary manner is not applicable to any asset other than 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 being sold pursuant to such security agreements;contract; and (v) 8) 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 (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 40 entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank IndebtednessSeries A/B 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 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 (cthis Section 4.5(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) restrictions contained in security agreements or mortgages securing Indebtedness (other than Tooling 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 assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vivii) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is any restrictions imposed by operation 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 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 Securitieslaw.

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, the Guarantees and any encumbrance or restriction pursuant to any agreement governing Bank Indebtednessthe 2027 Securities and the indenture and the guarantees related thereto); (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 in 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 in 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 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 in 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 agreements; providedagreements 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, however, restrictions and conditions set forth in the Brazil Transaction Documents); (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 (as reasonably determined by the Company in good faith); and (M) restrictions and conditions imposed by transactional agreements and documents (3including organizational documents of Receivables Subsidiaries) governing Permitted Receivables Facilities and related Indebtedness; provided that any such restrictions and conditions (i) are customary and usual for such Permitted Receivables Facilities, as determined in good faith by the Company reasonably determines that or such Subsidiary, and (ii) in the case of any restrictions or conditions upon the ability of the Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets, such restrictions and conditions apply only to assets of and interests in the related Receivables Subsidiary. (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 Sections 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 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: (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 Indebtednessof this Indenture; (ii2) 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 designated as a 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 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 refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(i1) or (c)(ii2) of this Section 4.05 9.05 or this clause (iii3) or contained in any amendment amendment, supplement or other modification to an agreement referred to in clause (c)(i1) or (c)(ii2) of this Section 4.05 9.05 or this clause (iii3); providedPROVIDED, howeverHOWEVER, that the encumbrances and restrictions contained in any such Refinancing refinancing agreement or amendment, taken as a whole, supplement or other modification are not materially less favorable to the Holders than the encumbrances and restrictions contained in such predecessor agreements; (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 this Indenture or (2C) 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; (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) 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 restriction which is not materially more disadvantageous to the Holders restrictive than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability in place as of the Issuers Date of this Indenture; including any such restriction or encumbrance imposed in connection with the Incurrence of Refinancing Indebtedness provided that such Refinancing Indebtedness shall not prohibit either the Operating Company's ability to make any anticipated principal redeem the Existing Preferred Stock at its Stated Maturity or interest payments on the SecuritiesCompany's ability to repay the Notes at their Stated Maturity.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall Issuers will not, and shall Parent will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual contractual encumbrance or restriction on the ability of any Restricted Subsidiary to to: (a1) pay dividends or make any other distributions on its Capital Stock to any Issuer or a Restricted Subsidiary; (2) pay any Indebtedness or other obligations owed to the Company, Issuers or a Restricted Subsidiary; (b3) make any loans or advances to the Company any Issuer or a Restricted Subsidiary; or (c4) transfer any of its property or assets to any Issuer or a Restricted Subsidiary; except, in the Companycase of (1), except(2), (3) or (4) above: (iA) any encumbrance or restriction pursuant to (i) applicable law law, rule, regulation or order or (ii) 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 prior to the date on which such Restricted Subsidiary was acquired by the Company Parent, an Issuer or a 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, an Issuer or a Restricted Subsidiary) 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 Section 4.05 above 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 above or this clause (iiiC); 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 than the encumbrances and restrictions contained in such predecessor agreements; (ivD) any encumbrance or restriction pursuant to an agreement with respect to Indebtedness incurred in reliance on clause (b)(1) or (b)(11) of Section 4.06 or other Indebtedness under the Credit Facilities to be incurred in reliance on clause (a) of Section 4.06; (E) in the case of clause (c)4) above, any encumbrance or restriction that (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) is contained in mortgages, pledges and other security agreements securing Indebtedness of an Issuer or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (vF) 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; (G) 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 clause (4) above; (H) provisions with respect to the disposition or distribution of assets or property in or with respect to 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, lenders, suppliers or, in the ordinary course of business, other third parties; (J) 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 or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; (K) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which any Issuer or any of the Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of such Issuer or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuers or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; and (viL) customary provisions in joint venture agreements; provided, however, that (1) such any encumbrance or restriction is applicable only of the type referred to such Restricted Subsidiaryin clause (1), (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and ), (3) or (4) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Company reasonably determines contracts, instruments or obligations referred to in any of clauses (A) through (K) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Issuers, no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement 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. (a) 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 (cit being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or transfer any of its property or assets to the CompanyCompany or any Restricted Subsidiary. (b) However, exceptparagraph (a) of this Section 4.12 will not prohibit: (i1) any encumbrance or restriction pursuant to applicable law or by reason of an agreement in effect at or entered into on the Closing Date Issue Date, including, without limitation, this Indenture and the Security Documents as in effect on such date; (2) any encumbrance or restriction with respect to a Person pursuant to or by reason of an agreement relating to any agreement governing Bank IndebtednessCapital Stock or Indebtedness Incurred by a Person on or before the date on which such Person was acquired by the Company or another Restricted Subsidiary (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person was acquired by the Company or a Restricted Subsidiary or in contemplation of the transaction) and outstanding on such date; provided, that any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property so acquired; (ii3) 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 Company and the Restricted Subsidiaries to realize the value of, property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; (4) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided, that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property of such Unrestricted Subsidiary; (5) with respect to any Restricted Subsidiary incorporated or organized outside the United States, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was Incurred if either (a) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (b) the Company determines that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes, as determined in good faith by the Board of Directors of the Company, whose determination shall be conclusive; (6) 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 refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clauses (1) through (5), clause (c)(i12) or this clause (c)(ii6) of this Section 4.05 or this clause (iii4.12(b) or contained in any amendment to amendment, restatement, modification, renewal, supplemental, refunding, replacement or refinancing of an agreement referred to in clauses (1) through (5), clause (c)(i12) or this clause (c)(ii6) of this Section 4.05 or this clause (iii4.12(b); 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, whole are not materially no less favorable in any material respect to the Holders of the Notes than the encumbrances and restrictions contained in such predecessor agreementsthe agreements governing the Indebtedness being refunded, replaced or refinanced; (iv7) in the case of clause (c)3) of Section 4.12(a) above, 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 leaselease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (2including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license (including, without limitation, licenses of intellectual property) or other contract; (B) 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; (vC) contained in any agreement creating Hedging Obligations permitted from time to time under this Indenture which are not included in the definition of Indebtedness pursuant to clause (3) of the penultimate paragraph of the definition thereof; (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; or (E) provisions with respect to the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business; (8) any encumbrance or restriction contained in (a) purchase money obligations for property acquired in the ordinary course of business and (b) Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of Section 4.12 (a) on the property so acquired; (9) any encumbrance or 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 of 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; (10) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Business Investment”; (11) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (12) encumbrances or restrictions contained in agreements governing Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be Incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 4.09; provided, that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company and its Restricted Subsidiaries taken as a whole, as determined by the Company in good faith, than the provisions contained in the First Lien Credit Agreement and in this Indenture as in effect on the Issue Date; (13) the issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided, that issuance of such Preferred Stock is permitted pursuant to Section 4.09 and the terms of such Preferred Stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Capital Stock); (14) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and similar documents and agreements; (15) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (vi16) customary provisions in joint venture agreements; provided, however, that (1) such any encumbrance or restriction is applicable only to contained in the First Lien Credit Agreement as in effect as of the Issue Date, and in any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such Restricted Subsidiaryamendments, (2) the encumbrance modifications, restatements, renewals, increases, supplements, refundings, replacements or restriction is refinancings are not materially more disadvantageous restrictive with respect to such dividend and other payment restrictions than those contained in the Holders than is customary First Lien Credit Agreement as 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 effect on the SecuritiesIssue Date.

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) except for restrictions described in Section 4.08(ii), 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) 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 44 39 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, (C) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a which result from the Refinancing of Indebtedness Debt Incurred pursuant to an agreement referred to in the immediately preceding 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 (iii); providedbelow, however, provided that the encumbrances and restrictions contained in any such Refinancing agreement or amendment, taken as a whole, are not materially restriction is no less favorable to the Holders of Securities than those under the encumbrances and restrictions contained in such predecessor agreements; (iv) in agreement evidencing 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 contractDebt so Refinanced, or (2D) contained in security agreements securing Indebtedness of a Restricted on any Securitization Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; and (vii) with respect to a clause (c) only, to restrictions (A) relating to Debt that is permitted to be Incurred and secured pursuant to Section 4.05 and Section 4.07 that limit the right of the debtor to dispose of the Property securing such Debt, (B) encumbrances on 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, 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. (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 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 or Sale and Leaseback Transaction 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) 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) 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; 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 or a 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 became a Restricted Subsidiary or was otherwise acquired by the CompanyCompany or a Restricted Subsidiary) 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 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.such

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: (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 pursuant to any agreement governing Bank Indebtednessincluding those arising under the Credit 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 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 constituting Refinancing Indebtedness of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(i1) or (c)(ii2) of this Section 4.05 or this clause (iii3) 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 (iii3); providedPROVIDED, howeverHOWEVER, that the encumbrances and restrictions 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 contained in such predecessor agreements; (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, or (2B) 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, (C) arising in connection with any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or asset not otherwise prohibited by this Indenture, or (D) arising or agreed to in the ordinary course of business, PROVIDED that such encumbrance or restriction does not, individually or in the aggregate together with other similar encumbrances and restrictions, impair the value of the property or assets of the Company or any Restricted Subsidiary in any material manner; (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) 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 restriction is not materially more disadvantageous with respect 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 Receivables Subsidiary pursuant to an agreement relating to Indebtedness of the Issuers Receivables Subsidiary which is permitted under Section 4.03 or pursuant to make any anticipated principal an agreement relating to a Financing Disposition to or interest payments on by the SecuritiesReceivables Subsidiary in connection with a Receivables Financing.

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 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 IndebtednessOriginal 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 4.06(i) or (c)(iiSection 4.06(ii) of or this Section 4.05 or this clause (iii4.06(iii) or contained in any amendment to an agreement referred to in clause (c)(iSection 4.06(i) or (c)(iiSection 4.06(ii) of or this Section 4.05 or this clause (iii4.06(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 non-assignment provisions in leases to the extent such provisions restrict the transfer of the lease or the property leased thereunder or in purchase money financings; (v) in the case of clause (cSection 4.06(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) 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. (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 consensual restriction on the ability of any Restricted Subsidiary to to: (a1) pay dividends or make any other distributions in cash or otherwise 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) sell, lease or transfer any of its property or assets to the Company, exceptCompany or any Restricted Subsidiary; (b) The provisions of Section 3.4(a) shall not prohibit: (i1) any encumbrance or restriction pursuant to any Credit Facility or any other agreement or instrument, in each case, in effect at or entered into on the Issue Date; (2) any encumbrance or restriction pursuant to the Note Documents; (3) any encumbrance or restriction pursuant to applicable law law, rule, regulation or an agreement in effect at or entered into on the Closing Date and order; (4) 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 or instrument of a Person or relating to any Capital Stock or Indebtedness Incurred by such Restricted Subsidiary prior to of a Person, entered into on or before the date on which such Restricted Subsidiary Person was acquired by or merged, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary, or was designated as a Restricted Subsidiary or on which such agreement or instrument is assumed by the Company or any Restricted Subsidiary in connection with an acquisition of assets (other than Capital Stock or 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 Person became a Restricted Subsidiary or was otherwise acquired by the CompanyCompany or was merged, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary or entered into in contemplation of or in connection with such transaction) and outstanding on such date; provided that, for the purposes of this clause, if another Person is the Successor Company, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by the Company or any Restricted Subsidiary when such Person becomes the Successor Company; (iii5) 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;restriction: (iv) in the case of clause (c), any encumbrance or 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 contractcontract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; (2ii) contained in mortgages, pledges, charges or other security agreements permitted under this Indenture or securing Indebtedness of the Company or a Restricted Subsidiary permitted under this Indenture to the extent such encumbrance encumbrances or restriction restricts restrictions restrict the transfer or encumbrance of the property or assets subject to such mortgages, pledges, charges or other security agreements; (viii) contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Company or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business or consistent with respect past practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary that are subject to a such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; or (iv) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (6) any encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions on the property so acquired; (7) any encumbrance or restriction imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of such the Company or any Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; and; (vi) 8) customary provisions in leases, licenses, equityholder agreements, joint venture agreements, organizational documents and other similar agreements and instruments; (9) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order, or required by any regulatory authority; (10) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business or consistent with past practice; (11) any encumbrance or restriction pursuant to Hedging Obligations; (12) other Indebtedness of Foreign Subsidiaries permitted to be incurred or issued subsequent to the Issue Date pursuant to the provisions of Section 3.2 that impose restrictions solely on the Foreign Subsidiaries party thereto or their Subsidiaries; (13) restrictions created in connection with any Qualified Securitization Financing or Receivables Facility that, in the good faith determination of the Company, are necessary or advisable to effect such Securitization Facility or Receivables Facility; (14) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred subsequent to the Issue Date pursuant to Section 3.2 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders than (i) the encumbrances and restrictions contained in the Credit Agreement, together with the security documents associated therewith, or this Indenture as in effect on the Issue Date or (ii) in comparable financings (as determined in good faith by the Company) and where, in the case of clause (ii), either (a) the Company determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Company’s ability to make principal or interest payments on the Notes or (b) such encumbrance or restriction applies only during the continuance of a default in respect of a payment relating to such agreement or instrument; (15) any encumbrance or restriction existing by reason of any lien permitted under Section 3.6; or (16) any encumbrance or restriction pursuant to an agreement or instrument effecting a refinancing of Indebtedness incurred pursuant to, or that otherwise refinances, an agreement or instrument referred to in the clauses above or this clause (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an agreement referred to in the clauses above or this clause; provided, however, that (1) such encumbrance or restriction is applicable only the encumbrances and restrictions with respect to such Restricted Subsidiary, (2) the encumbrance Subsidiary contained in any such agreement or restriction is not materially more disadvantageous instrument are no less favorable in any material respect to the Holders taken as a whole than is customary the encumbrances and restrictions contained in comparable agreements and the Initial Agreement or Initial Agreements to which such refinancing or amendment, supplement or other modification relates (3) as determined in good faith by 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 SecuritiesCompany).

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: (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, Company or any other Restricted Subsidiary, (bii) make any loans or advances to the Company or any other Restricted Subsidiary or (ciii) transfer any of its property or assets Property to the Company, exceptCompany 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 in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank Indebtedness; clauses (a)(i), (ii) any encumbrance and (iii), to restrictions: (A) in effect on the Issue Date, including, without limitation, restrictions pursuant to the Notes, this Indenture, the indenture dated as of the date hereof governing the Canadian Notes, the indentures governing the Company’s notes outstanding on the Issue Date and the Credit Facility or restriction with respect pursuant to a credit agreement or credit agreements which may be entered into after the Issue Date under which one or more Foreign Subsidiaries that are Restricted Subsidiaries can Incur Debt so long as such Debt is Incurred pursuant to Section 4.09(b)(ii) hereof and, as determined in good faith by the Company, that are no more restrictive, taken as a whole, than those contained in the Credit Facility 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) 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 (iii); providedbelow, however, that the encumbrances and provided such restrictions contained in any such Refinancing agreement or amendment, taken as a whole, as determined in good faith by the Company, are not materially no less favorable to the Holders than those under the encumbrances and restrictions contained in such predecessor agreements;agreement evidencing the Debt so Refinanced, (ivD) arising in connection with a Qualified Receivables Transaction (including limitations set forth in the case governing documents of clause (ca Special Purpose Vehicle), 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;or (vE) existing under or by reason of applicable law, and (ii) with respect to a clause (a)(iii) 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 4.09 and 4.11 hereof, 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, (D) that constitute customary restrictions contained in sale or disposition agreements limiting the transfer of all or substantially all the Capital Stock or assets of such Restricted Subsidiary Property pending the closing of such sale or disposition; andsale, (viE) that constitute customary provisions restrictions contained in joint venture agreements; providedagreements entered into in good faith and not otherwise prohibited under this Indenture, howeveror (F) existing by virtue of any transfer of, that (1) such encumbrance agreement to transfer, option or restriction is applicable only to such Restricted Subsidiaryright with respect to, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) Lien on, any Property of the Company reasonably determines that or any such encumbrance or restriction will Restricted Subsidiary not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securitiesotherwise prohibited by this Indenture.

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 ordinary 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 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 the Indenture or effecting a Refinancing refinancing of Indebtedness Incurred issued pursuant to an agreement referred to in clause (c)(ib) or (c)(ii) 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 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), 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 the Indenture, (C) that is included in a licensing agreement to the extent such restrictions limit the transfer of the property subject to such licensing agreement, or (2D) 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) any encumbrance or restriction applicable to a Restricted Subsidiary that Incurs Bank Indebtedness without violation of the Indenture, provided, however, that such encumbrances and restrictions are applicable only following the occurrence and during the continuance, of a payment default under the terms of the agreements governing, or the acceleration of all of, such Bank Indebtedness; (f) in the case of clause (iii) 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; ; (vg) 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 (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 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, 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 to (a) to pay 61 -52- 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 Issue Date and any encumbrance or restriction pursuant to any agreement governing Bank Indebtedness; that constitutes a Refinancing thereof permitted under this Indenture; (ii) 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 or was designated a Restricted Subsidiary (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; ; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an any other 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)(ii) or (c)(iiii) of this Section 4.05 4.12 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 less favorable to the Holders Noteholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; the agreements referred to in clause (i) or (ii) of this Section 4.12, as the case may be; (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) customary affiliate transactions provisions; (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 (3viii) the Company reasonably determines that any such encumbrance encumbrances or restriction will not materially affect the ability of the Issuers restrictions pursuant to make any anticipated principal or interest payments on the SecuritiesPermitted Warehouse Indebtedness.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company An Issuer 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 any consensual encumbrance or restriction on the ability right of any of its Restricted Subsidiary to Subsidiaries 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 obligation owed to the Company, such Issuer or any of its other Restricted Subsidiaries, (b) make any loans or advances to the Company such Issuer or any of its other Restricted Subsidiaries or (c) transfer any of its property Property to such Issuer or assets to the Company, except:any of its other Restricted Subsidiaries. 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) arising under agreements of such Issuer and any of its Restricted Subsidiaries (as of the Issue Date) that were in effect on the Issue Date, including with respect to the Exchange Notes, (B) arising under Credit Facilities; provided such restrictions are no more restrictive than those contained in the Credit Agreement as in effect on the Issue Date, (C) relating to Indebtedness of such Issuer's Restricted Subsidiary and existing at the time it became a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by if such Restricted Subsidiary prior to the date on which 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;Issuer or another of its Restricted Subsidiaries, (iiiD) that result from the Refinancing of Indebtedness, provided such restriction is no more restrictive than those under the agreement evidencing the Indebtedness so Refinanced, (E) required by any encumbrance governmental body or restriction regulatory authority having jurisdiction over such Issuer or any of its Restricted Subsidiaries or any of their businesses or any rule, regulation, order or applicable law, (F) with respect to the disposition or distribution of assets or Property in joint venture and other similar agreements entered into in the ordinary course of business, or (G) on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; and (2) with respect to clause (c) only, to restrictions (A) relating to Indebtedness that is permitted to be Incurred and/or secured without also securing the Notes 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 4.07 and/or Section 4.05 or this clause (iii); provided4.14, howeveras applicable, that limit the encumbrances right of the debtor to dispose of the Property securing such Indebtedness, (B) encumbering Property at the time such Property was acquired by such Issuer or any of its Restricted Subsidiaries, 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 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 any such Refinancing agreement asset sale or amendment, taken as a whole, are not materially less favorable to stock purchase agreements limiting 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 contractsuch Property, or payments, dividends or other distributions by any Restricted Subsidiary (2) contained in security agreements securing Indebtedness including Capital Stock of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer and Property 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 subject to a pending sale) 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. (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: (ai) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries or pay any Indebtedness or other obligations indebtedness owed to the Company, Company or its Restricted Subsidiaries; (bii) make any loans or advances to the Company or any of its Restricted Subsidiaries; or (ciii) transfer any of its property properties or assets to the Company, exceptCompany or any of its Restricted Subsidiaries. (b) The preceding restrictions set forth in Section 4.08(a) above shall not apply to encumbrances or restrictions existing under or by reason of: (i) any encumbrance or restriction pursuant to applicable law or an agreement Existing Indebtedness as in effect at or entered into on the Closing Date and any encumbrance or restriction pursuant to any agreement governing Bank Indebtednessdate of this Indenture; (ii) agreements existing on the date of this Indenture, and any encumbrance amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or restriction refinancings thereof, provided that such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to dividend and other payment restrictions than those contained in agreements as in effect on the date on which such Restricted Subsidiary was acquired of this Indenture, as determined in good faith by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion Board 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 dateDirectors; (iii) this Indenture and the Notes; (iv) applicable law; (v) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation 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, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (vi) customary non-assignment provisions in leases, licenses and other agreements entered into in the ordinary course of business; (vii) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in this Section 4.08(a)(iii) on the property so acquired; (viii) any agreement for the sale of a Restricted Subsidiary (whether by stock sale, asset sale, merger, consolidation or otherwise) that restricts distributions by such Restricted Subsidiary pending its sale; (ix) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole (as determined in good faith by the Board of Directors), than those contained in the agreements governing the Indebtedness being refinanced; (x) secured Indebtedness otherwise permitted to be incurred pursuant to an the provisions under Section 4.12 that limits the right of the debtor to dispose of the assets securing such Indebtedness; (xi) customary 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; (xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (xiii) restrictions relating to Preferred Stock of any Guarantor that require that due and payable dividends thereon be paid in full prior to dividends on such Guarantor's common stock; or (xiv) restrictions on the assets of any Guarantor imposed by any agreement effecting a Refinancing or charter provision evidencing Indebtedness or Capital Stock of Indebtedness Incurred pursuant to an agreement referred to in clause (c)(i) or (c)(ii) of such Guarantor that is otherwise permitted under 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; provided, however, that the encumbrances and restrictions provisions relating to such encumbrance or restriction contained in any such Refinancing agreement or amendment, taken as a whole, charter provision are not materially less favorable to the Holders Company in any material respect as determined in good faith by the Board of Directors of the Company 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 provisions relating 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 contained 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 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 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 Issue Date and or any encumbrance or restriction pursuant to any agreement governing Bank Indebtednessterm sheets for financings attached to this Indenture; (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 this Section 4.05 4.05(1) 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) in the case applicable by reason of clause (c)law, any encumbrance rule, regulation, order, grant 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 agreementsgovernmental permit; (v) any encumbrance or restriction with respect to contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction; PROVIDED, HOWEVER, that such restrictions apply only to such Receivables Subsidiary; and (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 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 with respect to the Holders than is customary in comparable agreements and clause (3c) the Company reasonably determines that of this Section 4.05 only, (i) any such encumbrance or restriction will not materially affect consisting of customary nonassignment provisions of any contract, license or lease with any Restricted Subsidiary to the ability extent such provisions restrict the transfer of the Issuers property subject to make any anticipated principal such contract, license or interest payments on lease; and (ii) restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the Securitiesextent such restrictions restrict the transfer of the property subject to such security agreements or mortgages.

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 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 date of this Indenture (including, without limitation, the New Credit Facility but only with respect to any agreement governing Bank Indebtedness; restrictions set forth in such facility that are of the type set forth in clauses (ii) and (iii)); (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 Notes than the encumbrances and restrictions contained in such predecessor agreements; ; (ivd) in the case of clause (c)iii) 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) 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.or

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 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 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. 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)(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 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 (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 (vi2) 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 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 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 favor able to the Holders Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (iv) any customary encumbrance or restriction applicable to a Restricted Subsidiary that is contained in an agreement or instrument governing or relating to Indebtedness Incurred pursuant to Section 4.03(b)(1); provided, however, that such encumbrances and restrictions permit the distribution of funds to the Company in an amount sufficient for the Company to make the timely payment of interest, premium (if any) and principal (whether at stated maturity, by way of a sinking fund applicable thereto, by way of any mandatory redemption, defeasance, retirement or repurchase thereof, including upon the occurrence of designated events or circumstances or by virtue of acceleration upon an event of default, or by way of redemption or retirement at the option of the holder of the Indebtedness including pursuant to offers to purchase) according to the terms of this Indenture and the Securities and other Indebtedness that is solely an obligation of the Company; provided further, however, that such agreement or instrument may nevertheless contain (A) customary net worth, leverage, invested capital and other financial covenants, customary covenants regarding the merger of or sale of all or any substantial part of the assets of the Company or any Restricted Subsidiary, customary restrictions on transactions with affiliates and customary subordination provisions governing Indebtedness owed to the Company or any Restricted Subsidiary and (B) a customary provision prohibiting such Restricted Subsidiary from making any payments, distributions, loans, advances or transfers described in clauses (a), (b) and (c) above upon the occurrence and during the continuance of any payment default under any such agreement or instrument (for purposes of this clause (iv), any determination as to what is customary shall be conclusively determined in good faith by the Chief Financial Officer of the Company as certified to the Trustee at the time such agreement or instrument is entered into); (v) 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; (vi) 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 (vvii) 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) 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, 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 in 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 in 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 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 in 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 agreements; providedagreements 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, however, restrictions and conditions set forth in the Brazil Transaction Documents); (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 (as reasonably determined by the Company in good faith); and (M) restrictions and conditions imposed by transactional agreements and documents (3including organizational documents of Receivables Subsidiaries) governing Permitted Receivables Facilities and related Indebtedness; provided that any such restrictions and conditions (i) are customary and usual for such Permitted Receivables Facilities, as determined in good faith by the Company reasonably determines that or such Subsidiary, and (ii) in the case of any restrictions or conditions upon the ability of the Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its assets, such restrictions and conditions apply only to assets of and interests in the related Receivables Subsidiary; (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 Sections 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 Issuers 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 Issuers or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the CompanyIssuers, (b) make any loans or advances to the Company Issuers or (c) transfer any of its property or assets to the CompanyIssuers, except: except (i) any encumbrance or restriction in respect of any Restricted Subsidiary (x) pursuant to applicable law or an agreement in effect at or entered into on the Closing Issue Date and any encumbrance as in effect on the Issue Date (including the New Credit Agreement) or restriction pursuant to any agreement governing Bank Indebtedness; (y) no more restrictive on such Restricted Subsidiary than under clause (x); (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 an 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 transaction pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) an Issuer 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 4.11 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 4.11 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 (A) consisting of customary non-assignment provisions in leases to the extent such provisions restrict the subletting, assignment or transfer of the lease or the property leased thereunder or in purchase money financings or (B) by virtue of any Indebtedness, transfer, option or right with respect to, or any Lien on, any property or assets of an Issuer or any Restricted Subsidiary not otherwise prohibited by the Indenture; (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 (vivii) customary provisions in joint venture agreementsencumbrances or restrictions imposed by operation of any applicable law, rule, regulation or order; (viii) Capital Lease Obligations that are otherwise permitted hereunder; provided, however, that (1) such encumbrance or restriction is applicable only does not extend to such Restricted Subsidiary, any property other than that subject to the underlying lease; (2ix) the any encumbrance or restriction is not materially more disadvantageous under or relating to an agreement relating to the Holders than is customary in comparable agreements acquisition of assets or property so long as such encumbrances and restriction relate solely to the assets so acquired (and any improvements thereon) and (3x) restrictions imposed by the Company reasonably determines Notes or the Indenture or by the Company's other indebtedness ranking senior or pari passu with the Notes; provided, that any such encumbrance or restriction will not materially affect restrictions are no more restrictive taken as a whole than those imposed by this Indenture and the ability of the Issuers to make any anticipated principal or interest payments on the SecuritiesNotes.