Common use of Dividend and Other Payment Restrictions Affecting Subsidiaries Clause in Contracts

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions to the Borrower or any of its Subsidiaries (1) on its Capital Interests or (2) with respect to any other interest or participation in, or interest measured by, its profits, (b) pay any indebtedness owed to the Borrower or any of its Subsidiaries, (c) make loans or advances to the Borrower or any of its Subsidiaries or (d) transfer any of its properties or assets to the Borrower or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) Existing Indebtedness, (ii) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees and the Fixed Rate Senior Notes, (iii) applicable law, (iv) any instrument governing Indebtedness or Capital Interests of a Person acquired by the Borrower or any of its Subsidiaries as in effect at the time of such Acquisition (except to the extent such Indebtedness 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 the Consolidated Cash Flow of such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition was permitted by the terms of this Agreement, (v) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (d) above on the property so acquired, (vii) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreement.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to of the Company or the Company to: (ai) (x) pay dividends or make any other distributions to the Borrower Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (by) pay any indebtedness Indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, ; (cii) make loans or advances to the Borrower Company or any of its Subsidiaries Restricted Subsidiaries; or (diii) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries, except for such . However the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) agreements in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings (collectively, for the purposes of this Section 4.08, "amendments") of any such agreements or any Existing Indebtedness to which such agreements relate, provided that such amendments are no more restrictive with respect to such dividend, distribution or other payment restrictions and loan or investment restrictions than those contained in such agreement, as in effect on the Issue Date; (ib) Existing Indebtednessany Credit Facility in effect after the Issue Date to the extent its provisions are no more restrictive with respect to such dividend, distribution or other payment restrictions and loan or investment restrictions than those contained in the Senior Credit Facility as in effect on the Issue Date; (iic) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Notes, the Exchange Notes and the Fixed Rate Senior Subsidiary Guarantees, or any other indenture governing debt securities issued by the Company or any Guarantor that are no more restrictive with respect to such dividend, distribution or other payment restrictions and loan or investment restrictions than those contained herein and the Notes; (d) any future Liens that may be permitted to be granted under, or incurred not in violation of, any other provisions hereof; (iiie) applicable law, ; (ivf) any instrument governing Indebtedness or Capital Interests Stock, or any other agreement relating to any property or assets, of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except with respect to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 or such Person's subsidiaries, so acquired, provided that that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms hereof to be incurred; (g) restrictions of this Agreement, the nature described in clause (viii) above by reason of customary non-assignment provisions in contracts, agreements, licenses and leases entered into in the ordinary course of business and consistent with past practices, business; (vih) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired; (i) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (j) agreements relating to secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof, and not in violation of Section 4.12 hereof, that limit the right of the debtor to dispose of assets securing such Indebtedness; (viik) Permitted Refinancing Indebtedness in respect of any Existing IndebtednessIndebtedness referred to in clauses (a), (b), (c), (f), (h) and (j) of this paragraph, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive with respect to such dividend, distribution or other payment restrictions and loan or investment restrictions than those contained in the agreements governing the Indebtedness being refinanced or refinanced; and (viiil) other Indebtedness permitted to be incurred subsequent provisions with respect to the Restatement Effective Date pursuant to disposition or distribution of assets in joint venture agreements and other similar agreements entered into in the provisions ordinary course of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreementbusiness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (aa)(i) pay dividends or make any other distributions to the Borrower Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (bii) pay any indebtedness Indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, (cb) make loans or advances to the Borrower Company or any of its Restricted Subsidiaries or (dc) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i1) the Credit Facility or Existing Indebtedness, each as in effect on July 21, 1997, (ii2) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Notes, the Series A/B Indenture , the Series A/B Notes, the Series D Indenture, the Series D Notes, the Series F Indenture and the Fixed Rate Senior Series F Notes, (iii3) applicable law, (iv4) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be incurred, (v5) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vi6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (dc) above on the property so acquired, (vii7) customary provisions in bona fide contracts for the sale of property or assets or (8) Permitted Refinancing Indebtedness of with respect to any Existing IndebtednessIndebtedness referred to in clauses (1) and (2) above, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreementrefinanced.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions to the Borrower or any of its the Restricted Subsidiaries (1) on its Capital Interests or (2) with respect to any other interest or participation in, or interest measured by, its profits, (b) pay any indebtedness or other obligations owed to the Borrower or any of its the Restricted Subsidiaries, (c) make loans or advances to the Borrower or any of its the Restricted Subsidiaries or (d) transfer any of its properties or assets to the Borrower or any of its the Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) Existing Indebtedness, (ii) this Agreement, the 1994 Indenture2002 MLP Notes, the Subsidiary 2002 MLP Indenture the 1998 Note Guarantees Purchase Agreement, the 1998 Fixed Rate Senior Notes, the 2000 Note Purchase Agreement and the 2000 Fixed Rate Senior Notes, (iii) applicable lawLaws, (iv) any instrument governing Indebtedness or Capital Interests of a Person acquired by the Borrower or any of its the Restricted Subsidiaries as in effect at the time of such Acquisition (except to the extent such Indebtedness 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 the Consolidated Cash Flow of such Person – to the extent that dividends, distributions, loans, advances or transfers thereof is are limited by such encumbrance or restriction on the date of acquisition – is not taken into account in determining whether such acquisition was permitted by the terms of this Agreement, (v) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vi) purchase money obligations for 068800 000057 DALLAS 1872243.4 80 property acquired in the ordinary course of business that impose restrictions of the nature described in clause (d) above on the property so acquired, (vii) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Closing Date pursuant to the provisions of Section 8.05 hereof7.05, provided that such restrictions are no more restrictive than those contained in this Agreement.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall Company will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions to the Borrower on or any in respect of its Subsidiaries (1) on its Capital Interests or (2) with respect to any other interest or participation in, or interest measured by, its profits, Stock; (b) pay any indebtedness owed to the Borrower or any of its Subsidiaries, (c) make loans or advances advances, or pay any Indebtedness or other obligation owed, to the Borrower Company or any other Restricted Subsidiary of its Subsidiaries the Company; or (dc) transfer any of its properties property or assets to the Borrower Company or any other Restricted Subsidiary of its Subsidiariesthe Company, except for such encumbrances or restrictions existing under or by reason of of: (i1) Existing Indebtedness, applicable law; (ii2) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Senior Subordinated Securities and the Fixed Rate Senior Notes, Subsidiary Guarantees; (iii3) applicable law, customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (iv4) any instrument agreement governing Indebtedness or Capital Interests of a Person acquired by the Borrower or any of its Subsidiaries as in effect at the time of Acquired Indebtedness, but only if such Acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisition), which encumbrance or restriction is shall not applicable apply 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; (5) agreements existing on the Issue Date, provided that the Consolidated Cash Flow of such Person to the extent and in the manner such agreements are in effect on the Issue Date; (6) the Credit Agreement; (7) any instrument governing a Permitted Lien, to the extent and only to the extent such instrument restricts the transfer or other disposition of assets subject to such Permitted Lien; (8) any contract for the sale of specified assets, including, without limitation, any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to any agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, to be consummated in accordance with the terms of this Indenture, pending the closing of such sale or disposition; PROVIDED that dividendsany such restriction relates solely to the Capital Stock or assets that are the subject of such agreement; (9) Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction or the charter documents of such Securitization Entity; PROVIDED that, distributionsin any case, loanssuch restrictions apply only to such Securitization Entity; and (10) any agreement governing Indebtedness Incurred to Refinance the Indebtedness issued, advances assumed or transfers thereof is limited by Incurred pursuant to an agreement referred to in clause (2), (4), (5) or (6) above; PROVIDED, HOWEVER, that the provisions relating to such encumbrance or restriction on the date of acquisition is contained in any such Indebtedness are not taken into account in determining whether such acquisition was permitted materially more restrictive, as determined by the terms Board of this AgreementDirectors of the Company or such Restricted Subsidiary, as the case may be, in their reasonable and good faith judgment, than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (v) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices4), (vi5) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (d) above on the property so acquired, (vii) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreement6).

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (ai)(a) pay dividends or make any other distributions to the Borrower Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (b) pay any indebtedness Indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, (cii) make loans or advances to the Borrower Company or any of its Restricted Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) Existing IndebtednessIndebtedness as in effect on the date of this Indenture, (iib) the Credit Agreement as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive on a whole with respect to such dividend and other payment restrictions than those contained in the Credit Agreement as in effect on the date of this Indenture, (c) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes, (iiid) applicable law, (ive) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 (including any Subsidiary of the Person), so acquired, provided that that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be incurred, (vf) by reason of customary non-assignment and net worth provisions in leases or other agreements entered into in the ordinary course of business and consistent with past practices, (vig) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, (viih) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced refinanced, (i) customary restrictions in Capital Lease Obligations, security agreements or (viii) other mortgages securing Indebtedness permitted to be incurred subsequent of the Company or a Restricted Subsidiary to the Restatement Effective Date extent such restrictions restrict the transfer of the property subject to such Capital Lease Obligations, security agreements or mortgages, (j) customary restrictions with respect to an agreement that has been entered into for the sale or disposition of assets or Capital Stock held by the Company or any Restricted Subsidiary, (k) customary restrictions contained in any agreements or documentation governing Indebtedness or preferred stock issued pursuant to the provisions clause (xi) of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this 4.12 hereof and (l) the Warrant Agreement and the Shareholders Agreement.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (aa)(i) pay dividends or make any other distributions to the Borrower Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, (bii) pay any indebtedness Indebtedness owed to the Borrower Company or any of its Subsidiaries, Restricted Subsidiaries (cit being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to pay dividends or make any other distributions on Capital Stock); (b) make loans or advances to the Borrower Company or any of its Restricted Subsidiaries or (dc) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i1) the Credit Facility or Existing Indebtedness, each as in effect on the Issue Date, (ii2) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Notes and the Fixed Rate Senior NotesSubsidiary Guarantees, (iii3) applicable law, (iv4) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), which encumbrance or restriction is not applicable to any Person, 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this Agreementthe Indenture to be incurred, (v5) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vi6) by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice, (7) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (dc) above on the property so acquired, (vii8) customary provisions in any agreement creating any Hedging Obligations permitted under this Indenture, (9) Permitted Refinancing Indebtedness of with respect to any Existing IndebtednessIndebtedness referred to in clauses (1), (2) and (4) above, provided that the restrictions referred to in this Section 4.08 that are contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced or (viii10) other Indebtedness permitted to be incurred subsequent provisions with respect to the Restatement Effective Date pursuant to the provisions disposition or distribution of Section 8.05 hereofassets in joint venture agreements, provided that such restrictions are no more restrictive than those contained in this Agreementasset sale agreements, stock sale agreements and other similar agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall Company will not, and shall will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (ai) pay dividends or make any other distributions to the Borrower or any of its Subsidiaries (1) distribution on its Capital Interests or (2) with respect to any other interest or participation in, or interest measured by, its profitsStock, (bii) pay any indebtedness Indebtedness owed to the Borrower Company or any of its Subsidiariesother Subsidiary, (ciii) make loans or advances to any Investment in the Borrower Company or any of its Subsidiaries other Subsidiary or (div) transfer any of its properties or assets to the Borrower Company or any of its Subsidiariesother Subsidiary, except for such encumbrances or restrictions existing under or by reason of for: (i) Existing Indebtedness, (ii) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees and the Fixed Rate Senior Notes, (iii) applicable law, (iva) any instrument governing Indebtedness encumbrance or Capital Interests of a Person acquired by the Borrower or restriction pursuant to any of its Subsidiaries as agreement in effect on the Issue Date; (b) any encumbrance or restriction, with respect to a Subsidiary that is not a Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes a Subsidiary of such Acquisition (except to the extent such Indebtedness was Company and not incurred in connection with with, or in contemplation of such Acquisition)of, 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 the Consolidated Cash Flow of such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition was permitted by the terms of this Agreement, becoming a Subsidiary; (vc) customary non-assignment or subletting provisions in leases of any lease, license or other contract; (d) any restriction entered into in the ordinary course of business contained in any lease of any Subsidiary or any security agreement or mortgage securing Indebtedness of any Subsidiary to the extent such restriction restricts the transfer of property subject to such security agreement, mortgage or lease; (e) any restriction contained in an agreement pursuant to which Permitted Subsidiary Indebtedness is incurred; and consistent with past practices(f) any encumbrance or restriction existing under any agreement that amends, substitutes, restructures, supplements, extends, renews, refinances or replaces or otherwise modifies the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause b), (c), (d) above on the property so acquiredor (e), or in this clause (vii) Permitted Refinancing Indebtedness of any Existing Indebtedness, f); provided that the restrictions contained in the agreements governing terms and conditions of any such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced encumbrances or (viii) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive in any material respect than those contained in this Agreementunder or pursuant to the agreement evidencing the Indebtedness so amended, substituted, restructured, supplemented, extended, renewed, refinanced, replaced or modified.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective after the date of this Indenture any encumbrance or restriction on the ability of any Restricted Subsidiary to (ai)(a) pay dividends or make any other distributions to the Borrower Issuer or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, (b) pay any indebtedness owed to the Borrower Issuer or any of its Restricted Subsidiaries, (cii) make loans or advances to the Borrower Issuer or any of its Restricted Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Issuer or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) Existing Indebtedness, (iib) any New Credit Facility (provided that any such restrictions contained therein are substantially no more restrictive when taken as a whole that those contained in this Indenture), (c) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes or the Tranche A Indenture and the Tranche A Notes, (iiid) applicable law, (ive) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Issuer or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent that such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired, provided that the Consolidated Cash Flow of such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition was permitted by the terms of this Agreement, (vf) customary non-assignment provisions or net worth provisions, and other customary provisions, in leases or licenses entered into in the ordinary course of business and consistent with past practicesbusiness, (vig) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, (viih) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced refinanced, (i) Indebtedness incurred pursuant to item (xii) of the second paragraph of Section 4.09 hereof, (j) any instrument or (viii) other agreement governing Indebtedness permitted to be incurred subsequent under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (k) any instrument or agreement governing Indebtedness or obligations of a Restricted Subsidiary to the Restatement Effective Date extent that the Board of Directors determines that such encumbrances or restrictions generally protect or enhance the ability of such Subsidiary to make funds available to the Issuer, (l) IPP Sale Agreements and other contracts for Asset Sales or other sales of assets or Equity Interests, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the issuance pursuant to an agreement that has been entered into for the provisions sale or disposition of Section 8.05 hereofall or substantially all of the Capital Stock or assets of such Restricted Subsidiary (m) any agreement between GTN and holders of its 6.62% Senior Notes due 2012, provided that such restrictions are no more restrictive than those contained terminate upon any sale or transfer of all or substantially all of the common stock or assets of GTN, or (n) customary provisions in this Agreementjoint venture agreements or other similar agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Issuers shall not, and shall not permit any of its their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) (i) pay dividends or make any other distributions to the Borrower Consoltex Group or any of its Subsidiaries (1A) on its Capital Interests Stock or (2B) with respect to any other interest or participation in, or interest measured by, its profits, or (bii) pay any indebtedness owed to the Borrower Consoltex Group or any of its Subsidiaries, (cb) make loans or advances to the Borrower Consoltex Group or any of its Subsidiaries or (dc) transfer any of its properties or assets to the Borrower Consoltex Group or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) Existing Indebtednessagreements governing Senior Debt of the Issuers or any Guarantor, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, (ii) any encumbrance or restriction applicable to any Guarantor pursuant to an agreement in effect on the date of this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees (iii) this Indenture and the Fixed Rate Senior Notes, (iiiiv) applicable law, (ivv) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Consoltex Group or any of its Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 the Consolidated Cash Flow that, unless such Person is a Guarantor, EBDAIT of such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition was permitted by the terms of this AgreementIndenture, (vvi) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vivii) with respect to clause (c) above, purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause business, or (dviii) above on the property so acquired, (vii) Permitted permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreementrefinanced.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ai) pay dividends or make any other distributions on its Capital Stock to the Borrower Company or any of its Subsidiaries (1) on its Capital Interests Restricted Subsidiaries, or (2) with respect to any other interest or participation in, or interest measured by, its profits, (b) or pay any indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, (cii) make loans or advances to the Borrower Company or any of its Subsidiaries Restricted Subsidiaries, or (diii) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries. However, except for such the foregoing will not apply to encumbrances or restrictions existing under or by reason of of: (i) Existing Indebtedness as in effect on the date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that those amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in that Existing Indebtedness, as in effect on the date hereof; (ii) this the Credit Agreement as in effect on the date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, provided that those amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, and such other Credit Facility, are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Credit Agreement, as in effect on the 1994 Indenture, the Subsidiary Note Guarantees and the Fixed Rate Senior Notes, date hereof; (iii) this Indenture and the Notes or any other indenture governing debt securities that are no more restrictive, taken as a whole, with respect to dividend and other payment restrictions than those contained in this Indenture and those debt securities; (iv) applicable law, ; (ivv) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such that Indebtedness was incurred in connection with or in contemplation of such Acquisitionthat 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted to be incurred by the terms of this Agreement, Indenture; (vvi) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, ; (vivii) 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 clause (diii) above on of the property so acquired, preceding paragraph; (viiviii) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (ix) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such that Permitted Refinancing Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced refinanced; (x) Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to that Lien; (xi) 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; (viiixii) any Purchase Money Note or other Indebtedness permitted or contractual requirements incurred with respect to be incurred subsequent a Qualified Receivables Transaction relating to a Receivables Subsidiary; and (xiii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the Restatement Effective Date pursuant to the provisions ordinary course of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreementbusiness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (ai)(a) pay dividends or make any other distributions to the Borrower Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (b) pay any indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, (cii) make loans or advances to the Borrower Company or any of its Restricted Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of (ia) Existing IndebtednessIndebtedness as in effect on the date of this Indenture, (iib) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes, (iiic) applicable law, (ivd) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be incurred, (ve) customary non-assignment provisions in leases and licenses entered into in the ordinary course of business and consistent with past practices, (vif) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, (viig) any agreement for the sale of a Restricted Subsidiary or an asset that restricts distributions by that Restricted Subsidiary or transfers of such asset pending its sale, (h) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced (whether or not such prior agreements remain outstanding), (viiii) other secured Indebtedness otherwise permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness, (j) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business, (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business and (l) the Senior Credit Facility as in effect from time to time, provided that such the restrictions are contained therein shall be no more restrictive restrictive, taken as a whole, than those contained in this Agreementthe Senior Credit Facility as in effect on the Issue Date.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ai) pay dividends or make any other distributions on its Capital Stock to the Borrower Company or any of its Restricted Subsidiaries (1) on its Capital Interests or (2) with respect to any other interest or participation in, or interest measured by, its profits, (b) pay any indebtedness Indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, ; (cii) make loans or advances to the Borrower Company or any of its Subsidiaries Restricted Subsidiaries; or (diii) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of (i1) agreements governing Existing IndebtednessIndebtedness and Credit Facilities as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date, as determined by the Company in its reasonable and good faith judgment, (ii2) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Notes and the Fixed Rate Senior Notes, Subsidiary Guarantees; (iii3) applicable lawlaw or any applicable rule, regulation or order of any court or governmental authority; (iv4) any instrument governing Indebtedness agreements or Capital Interests of instruments with respect to a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition or as may be amended, restated, modified, renewed, extended, supplemented, refunded, replaced or refinanced from time to time (except to so long as the extent encumbrances and restrictions in any such Indebtedness was incurred amendment, restatement, modification, renewal, extension, supplement, refunding, replacement or refinancing are, in connection with or the reasonable and good faith judgment of the Company, not materially more restrictive, taken as a whole, than those in contemplation effect on the date of such Acquisitionthe 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, provided that in the Consolidated Cash Flow case of agreements or instruments governing Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this Agreement, Indenture to be incurred; (v5) customary non-assignment provisions in leases any contract, license or lease entered into in the ordinary course of business and consistent with past practices, business; (vi6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on that property of the nature described in clause (diii) above on of this Section 4.08; (7) any agreement for the property so acquired, sale or other disposition of a Restricted Subsidiary that imposes restrictions of the nature described in clauses (viii) and/or (iii) of this Section 4.08; (8) Permitted Refinancing Indebtedness of any Existing Indebtedness, ; provided that the encumbrances or restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced or refinanced, as determined by the Company in its reasonable and good faith judgment; (viii9) other Liens securing Indebtedness otherwise permitted to be incurred subsequent under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions with respect to the Restatement Effective Date disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into (a) in the ordinary course of business or (b) with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business; (12) any encumbrance or restrictions existing under Hedging Obligations permitted under this Indenture; (13) any 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 and was not created in anticipation of such acquisition; (14) 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 incurred pursuant to Section 4.09 hereof 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 in good faith that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes; and (15) secured Indebtedness otherwise permitted to be incurred pursuant to the provisions of Section 8.05 hereof, provided 4.12 hereof that such restrictions are no more restrictive than those contained in this Agreementlimit the right of the debtor to dispose of the assets securing the Indebtedness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (aa)(i) pay dividends or make any other distributions to the Borrower Company or any of its Restricted Subsidiaries (1A) on its Capital Interests Stock or (2B) with respect to any other interest or participation in, or interest measured by, its profits, profits or (bii) pay any indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, (cb) make loans or advances to the Borrower Company or any of its Restricted Subsidiaries or (dc) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason reasons of (i) Existing Indebtedness as in effect on the date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect on the date hereof, (ii) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes, (iii) applicable law, (iv) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be incurred, (v) customary non-assignment provisions in leases leases, licenses and other contracts entered into in the ordinary course of business and consistent with past practices, (vi) purchase money obligations or Capital Lease Obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (dc) above on the property so acquiredabove, (vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts dividends, distributions, loans, advances or transfers by such Restricted Subsidiary pending its sale or other disposition, (viii) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced or refinanced, (viiiix) other agreements entered into with respect to Liens securing Indebtedness otherwise permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien, provided that (x) 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, (xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xii) any Receivables Program, and (xiii) any restriction imposed pursuant to contracts for the sale of assets with respect to the transfer of the assets to be sold pursuant to such restrictions are no more restrictive than those contained in this Agreementcontract.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (ai)(A) pay dividends or make any other distributions to the Borrower Company or any of its Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (bB) pay any indebtedness Indebtedness owed to the Borrower Company or any of its Subsidiaries, (cii) make loans or advances to the Borrower Company or any of its Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Company or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) Existing IndebtednessIndebtedness as in effect on the Issue Date, (iib) the New Credit Agreement as in effect as of the Issue Date, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacement or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the New Credit Agreement as in effect on the Issue Date, (c) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes, (iiid) applicable law, (ive) any instrument governing Acquired Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Acquired Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 the Consolidated Cash Flow EBITDA of such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition was permitted by the terms of this AgreementIndenture, (vf) by reason of customary non-assignment provisions in leases and licenses entered into in the ordinary course of business and consistent with past practices, (vig) purchase money obligations Purchase Money Obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, (viih) agreements relating to the financing of the acquisition of real or tangible personal property acquired after the Issue Date, provided, that such encumbrance or restriction relates only to the property which is acquired and in the case of any encumbrance or restriction that constitutes a Lien, such Lien constitutes a Purchase Money Lien, (i) any restriction or encumbrance in the nature of clause (iii) above contained in contracts for sale of assets permitted by this Indenture in respect of the assets being sold pursuant to such contract, or (j) Permitted Refinancing Indebtedness of any Existing IndebtednessDebt, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreementrefinanced.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, not and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (ai)(a) pay dividends or make any other distributions to the Borrower Company or any of its Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, profits or (b) pay any indebtedness owed to the Borrower Company or any of its Subsidiaries, (cii) make loans or advances to the Borrower Company or any of its Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Company or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) Existing Indebtedness, (iia) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes, (iiib) applicable law, (ivc) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Subsidiaries or any instrument governing Indebtedness secured by assets acquired by the Company or any of its Subsidiaries, in each case, as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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, or the property or asset so acquired, provided that that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be incurred, (vd) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vie) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, (viif) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (viiig) other Indebtedness permitted to be incurred subsequent to customary non-assignment provisions in documents entered into by a Subsidiary of the Restatement Effective Date pursuant to Company in connection with a receivables or equipment financing that impose restrictions of the provisions of Section 8.05 hereof, provided that nature described in clause (iii) above on the property securing such restrictions are no more restrictive than those contained in this Agreementfinancings.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (ai)(a) pay dividends or make any other distributions to the Borrower Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (b) pay any indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, (cii) make loans or advances to the Borrower Company or any of its Restricted Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of (ia) Existing IndebtednessIndebtedness as in effect on March 12, 1998 and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, with respect to such dividend and other payment restrictions than those as in effect on March 12, 1998, (iib) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Subordinated Notes, the Senior Secured Discount Notes Indenture and the Fixed Rate Senior Secured Discount Notes, (iiic) applicable law, (ivd) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be incurred, (ve) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vif) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, (viig) restrictions relating to a Restricted Subsidiary formed for the sole purpose of engaging in accounts receivable financing, (h) any agreement for the sale of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale, (i) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced or and (viiij) other secured Indebtedness otherwise permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided 4.12 that limits the right of the debtor to dispose of the assets securing such restrictions are no more restrictive than those contained in this AgreementIndebtedness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to do any of the following: (aa)(i) pay dividends or make any other distributions to the Borrower Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, (bii) pay any indebtedness Indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, ; (cb) make loans or advances to the Borrower Company or any of its Restricted Subsidiaries or (dc) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i1) the Credit Facility or Existing Indebtedness, each as in effect on the Issue Date, (ii2) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Notes and the Fixed Rate Senior NotesSubsidiary Guarantees, (iii3) applicable law, (iv4) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), which encumbrance or restriction is not applicable to any Person, 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this Agreementthe Indenture to be incurred, (v5) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vi6) by reason of customary provisions restricting the transfer of copyrighted or patented materials consistent with industry practice, (7) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (dc) above on the property so acquired, (vii8) customary provisions in bona fide contracts for the sale of properties or assets, (9) Permitted Refinancing Indebtedness of with respect to any Existing IndebtednessIndebtedness referred to in clauses (1), (2) and (4) above, provided that the restrictions referred to in this Section 4.08 that are contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced or (viii10) other Indebtedness permitted to be incurred subsequent provisions with respect to the Restatement Effective Date pursuant to disposition or distribution of assets in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the provisions ordinary course of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreementbusiness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Lessee shall not, and shall not permit any of its the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions to the Borrower Lessee or any of its the Restricted Subsidiaries (1) on its Capital Interests or (2) with respect to any other interest or participation in, or interest measured by, its profits, (b) pay any indebtedness owed to the Borrower Lessee or any of its the Restricted Subsidiaries, (c) make loans or advances to the Borrower Lessee or any of its the Restricted Subsidiaries or (d) transfer any of its properties or assets to the Borrower Lessee or any of its the Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) Existing Indebtedness, (ii) this the Operative Documents, the Credit Agreement, the 1994 Indenture1998 Note Purchase Agreement, the Subsidiary Note Guarantees and the 1998 Fixed Rate Senior Notes, the 2000 Note Purchase Agreement and the 2000 Notes, (iii) applicable law, (iv) any instrument governing Indebtedness or Capital Interests of a Person acquired by the Borrower Lessee or any of its the Restricted Subsidiaries as in effect at the time of such Acquisition (except to the extent such Indebtedness 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 the Consolidated Cash Flow of such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition was permitted by the terms of this Agreement, (v) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (d) above on the property so acquired, (vii) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 5.21 hereof, provided that such restrictions are no more restrictive than those contained in this Agreement.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (aa)(i) pay dividends or make any other distributions to the Borrower or any of its Restricted Subsidiaries (1A) on its Capital Interests Stock or (2B) with respect to any other interest or participation in, or interest measured by, its profits, profits or (bii) pay any indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (cb) make loans or advances to the Borrower or any of its Restricted Subsidiaries or (dc) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) Existing IndebtednessIndebtedness as in effect on the date hereof, (ii) this Agreement, the 1994 Indenture, Second Lien Term Loan Agreement and any other agreement governing or relating to Second Lien Term Loan Obligations as in effect on the Subsidiary Note Guarantees and the Fixed Rate Senior Notesdate hereof, (iii) this Agreement as in effect on the date hereof, and the Guarantee and Collateral Agreement, (iv) applicable law, (ivv) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation anticipation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementAgreement to be incurred, (vvi) by reason of customary non-assignment provisions in leases and other agreements entered into in the ordinary course of business and consistent with past practices, (vivii) purchase money obligations Purchase Money Indebtedness (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (dc) above on the property so acquired, (viiviii) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive restrictive, taken as a whole than those contained in the agreements governing the Indebtedness being refinanced or refinanced, (viiiix) other secured Indebtedness otherwise permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereofSections 7.2 and 7.3 hereof that limits the right of the debtor to dispose of the assets securing such Indebtedness, provided (x) 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, (xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (xii) any agreement for the sale or other disposition of a Restricted Subsidiary that such restrictions are no more restrictive than those contained in this Agreementrestricts distributions by that Restricted Subsidiary pending its sale or other disposition.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to to: (ai)(a) pay dividends or make any other distributions to the Borrower Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (b) pay any indebtedness Indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, ; (cii) make loans or advances to the Borrower Company or any of its Subsidiaries Restricted Subsidiaries; or (diii) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) Existing IndebtednessIndebtedness as in effect on the Issue Date, (iib) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes, (iiic) applicable law, (ivd) any instrument governing Indebtedness or Capital Interests of a Person acquired by the Borrower or any of its Subsidiaries as in effect at the time of such Acquisition (except to the extent such Indebtedness 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 the Consolidated Cash Flow of such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition was permitted by the terms of this AgreementIndenture to be incurred, PROVIDED that the restrictions contained in the agreements governing such other Indebtedness are no more restrictive than those contained in Exhibit C hereto, (ve) customary non-assignment provisions in leases or purchase-money or installment sales financings permitted hereunder and entered into in the ordinary course of business and consistent with past practices, restricting the transfer, assignment or disposition of the assets so financed, assets directly related thereto (vi) purchase money obligations for property acquired in such as related insurance), proceeds, products and replacements thereof and accessions thereto, but not otherwise imposing restrictions on any transfers of properties or assets to the ordinary course Company or any of business that impose its Restricted Subsidiaries, and not imposing restrictions of the nature described kinds contemplated by clauses (i) or (ii) above, in clause each case, more restrictive than those set forth in Exhibit C hereto, or (d) above on the property so acquired, (viif) Permitted Refinancing Indebtedness of any Existing IndebtednessDebt, provided PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreementrefinanced.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Issuers shall not, and shall not permit any of its their Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to: (a) pay dividends or make any other distributions on its Equity Interests to the Borrower Issuers or any of its Subsidiaries (1) on its Capital Interests their Restricted Subsidiaries, or (2) with respect to any other interest or participation in, or interest measured by, its profits, (b) or pay any indebtedness owed to the Borrower Issuers or any of its their Restricted Subsidiaries, ; (cb) make loans or advances or guarantee any such loans or advances to the Borrower Issuers or any of its Subsidiaries their Restricted Subsidiaries; or (dc) transfer any of its properties or assets to the Borrower Issuers or any of its their Restricted Subsidiaries, ; except for such encumbrances or restrictions existing under or by reason reasons of (i) Existing Indebtedness as in effect on the date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect on the date hereof, (ii) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes, (iii) applicable law, (iv) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Issuers or any of its their Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation anticipation of such Acquisitionacquisition), 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 Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be incurred, (v) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (dc) above on the property so acquired, (vii) 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, (viii) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced refinanced, (ix) Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien; (x) 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; (viiixi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (xii) restrictions contained in the terms of Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of under Section 8.05 4.09 hereof, ; provided that such restrictions are no more restrictive than those the terms contained in the Amended Kentucky Credit Facility and the Amended Indiana Credit Facility; and (xiii) restrictions that are not materially more restrictive than customary provisions in comparable financings and the management of the Issuers determines that such restrictions will not materially impair the Issuers' ability to make payments as required under this AgreementIndenture and the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ai)(a) pay dividends or make any other distributions to the Borrower Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (b) pay any indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, (cii) make loans or advances to the Borrower Company or any of its Restricted Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) Existing IndebtednessIndebtedness and Liens with respect thereto as in effect or entered into on the date hereof, (iib) the New Bank Credit Facility as in effect as of the Operative Date of the First Supplemental Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the New Bank Credit Facility as in effect on the Operative Date of the First Supplemental Indenture, (c) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Notes and the Fixed Rate Senior NotesSubsidiary Guarantees, (iiid) applicable law, (ive) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be incurred, (vf) customary non-assignment provisions in leases (A) leases, licenses, encumbrances, contracts or similar assets entered into or acquired in the ordinary course of business and consistent with past practicesbusiness, (viB) any agreement to transfer, or option or right with respect to the transfer of, any property or assets of the Company or any of its Restricted Subsidiaries not otherwise prohibited by this Indenture or (C) by virtue of provisions of security agreements or mortgages securing Indebtedness of a Restricted Subsidiary that is not otherwise prohibited by this Indenture to the extent that such provisions restrict the transfer of the property or assets subject to the Lien created thereby, (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, (viih) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary or (i) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreementrefinanced.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a1) pay dividends or make any other distributions on its Capital Stock to the Borrower Company or any of its Subsidiaries (1) on its Capital Interests the Company's Restricted Subsidiaries, or (2) with respect to any other interest or participation in, or interest measured by, its profits, (b) or pay any indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, (c2) make loans or advances to the Borrower Company or any of its Subsidiaries Restricted Subsidiaries, or (d3) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries. However, except for such the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of (i1) Existing Indebtedness as in effect on the date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect on the date hereof, (ii2) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes, (iii3) applicable law, (iv4) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be incurred by the Company or such Restricted Subsidiary, (v5) customary non-assignment provisions in leases contracts entered into in the ordinary course of business and consistent with past practicesbusiness, (vi6) 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 clause (d3) above on of the property so acquiredpreceding paragraph, (vii7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition, (8) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced or refinanced, (viii9) other Liens securing Indebtedness otherwise permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof4.12 hereof that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien, (10) 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, (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (12) restrictions imposed pursuant to the terms of Indebtedness of a Restricted Subsidiary of the Company that was permitted by this Indenture to be incurred; provided that such restrictions restrictions, in the written view of the Board of Directors of the Company or an executive officer of the Company, (a) are no more restrictive than those contained required in this Agreementorder to obtain such financing, (b) are customary for such financings or, in the absence of industry customs, reasonable in the view of the Board of Directors or such executive officer, and (c) will not materially impair the Company's ability to make interest and principal payments as required under the Notes.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (ai)(a) pay dividends or make any other distributions to the Borrower Company or any of its Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (b) pay any indebtedness owed to the Borrower Company or any of its Subsidiaries, (cii) make loans or advances to the Borrower Company or any of its Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Company or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) Existing IndebtednessIndebtedness as in effect on the Issue Date, (iib) the New Credit Agreement as in effect as of the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive in the aggregate with respect to such dividend and other payment restrictions than those contained in the New Credit Agreement as in effect on the Issue Date, (c) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Notes and the Fixed Rate Senior NotesSubsidiary Guarantees, (iiid) applicable law, (ive) any instrument regarding the sale, lease or purchase of any asset or governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 PROVIDED that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be incurred, (vf) by reason of customary non-assignment provisions in licenses or leases entered into in the ordinary course of business and consistent with past practices, (vig) purchase money obligations or Capital Lease Obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, or (viih) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreementrefinanced.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (ai)(a) pay dividends or make any other distributions to the Borrower Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, profits or (b) pay any indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, (cii) make loans or advances to the Borrower Company or any of its Restricted Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ir) Existing IndebtednessIndebtedness as in effect on the Issue Date, (iis) the Credit Facility as in effect as of the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit Facility as in effect on the Issue Date, (t) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes, (iiiu) applicable law, (ivv) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementSection 4.9 hereof to be incurred, (vw) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practicescustomary provisions in other agreements that restrict assignment of such agreements or rights thereunder, (vix) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale, (y) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, or (viiz) Permitted Refinancing Indebtedness of with respect to any Existing Indebtednessindebtedness referred to in clauses (r), (t) and (v) above, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreementrefinanced.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Borrower Company or any of its Subsidiaries (1) on its Capital Interests Restricted Subsidiaries, or (2) with respect to any other interest or participation in, or interest measured by, its profits, (b) or pay any indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, ; (cb) make loans or advances to the Borrower Company or any of its Subsidiaries or Restricted Subsidiaries; (dc) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries. However, except for such the restrictions in the immediately preceding sentence shall not apply to encumbrances or restrictions existing under or by reason of (i) agreements governing Existing IndebtednessIndebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, PROVIDED that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date hereof; (ii) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Notes and the Fixed Rate Senior Notes, Subsidiary Guarantees; (iii) applicable law, ; (iv) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of 39 such Acquisition acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 PROVIDED that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this Agreement, Indenture to be incurred; (v) customary non-assignment provisions in leases leases, contracts or licenses entered into in the ordinary course of business and consistent with past practices, business; (vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (dc) above on the property so acquired, above; (vii) 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; (viii) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced or refinanced; (viiiix) other Indebtedness Liens permitted pursuant to be incurred subsequent Section 4.12 hereof and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens; (x) provisions with respect to the Restatement Effective Date pursuant disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (xii) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the provisions property so acquired and was not created in connection with or in anticipation of Section 8.05 such acquisition; (xiii) agreements not described in clause (i) in effect on the date hereof; (xiv) covenants in agreements relating to the Indebtedness of Foreign Subsidiaries; and (xv) any amendments to any of the foregoing that, provided that such restrictions when taken as a whole, are no not more restrictive than those contained in this Agreementthe agreement being amended.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to of the Company to: (a) pay dividends or make any other distributions to the Borrower or any of its Subsidiaries (1) on its Capital Interests or (2) Company with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or interest measured by, its such Restricted Subsidiary's profits, (b) or pay any indebtedness Indebtedness or other obligations owed by such Restricted Subsidiary to the Borrower Company or any of its the Company's other Restricted Subsidiaries, ; (cb) make loans or advances to the Borrower Company or any of its Subsidiaries the Company's other Restricted Subsidiaries; or (dc) transfer any of its properties such Restricted Subsidiary's property or assets to the Borrower Company or any of its the Company's other Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of of: (i) Existing Indebtednessexisting Indebtedness and agreements, as in effect at or entered -37- into on the Closing Date; (ii) this Agreementthe Credit Documents as in effect as of the Closing Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, PROVIDED, HOWEVER, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings are not materially more restrictive with respect to such provisions than those contained in the 1994 Indenture, Credit Documents on the Subsidiary Note Guarantees and the Fixed Rate Senior Notes, date hereof; (iii) applicable law, this Indenture and the Notes; (iv) Applicable Law; (v) 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 the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired; (vii) Permitted Refinancing Indebtedness; PROVIDED, HOWEVER, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced; (viii) any instrument governing Indebtedness Indebtedness, Capital Stock or Capital Interests assets of a Person acquired by the Borrower Company or any of its the Company's Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such instrument was created or such Indebtedness was incurred Incurred in connection with or in contemplation of such Acquisitionacquisition), 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 PROVIDED that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be Incurred; (ix) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right of the debtor thereunder to dispose of the assets securing such Indebtedness; (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vxi) customary non-assignment provisions in leases restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the ordinary course Ordinary Course of business Business; (xii) customary provisions in joint venture agreements, licenses and consistent with past practices, (vi) purchase money obligations for property acquired leases and other similar agreements entered into in the ordinary course Ordinary Course of business that impose Business; (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; and (xiv) any encumbrances or restrictions of the nature described type referred to in clause clauses (da), (b) and (c) above on imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the property so acquiredcontracts, instruments or obligations referred to in clauses (viii) Permitted Refinancing Indebtedness of any Existing Indebtednessthrough (xiii) above; PROVIDED that such amendments, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the agreements governing the Indebtedness being refinanced dividend or (viii) other Indebtedness permitted payment restrictions prior to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereofsuch amendment, provided that such restrictions are no more restrictive than those contained in this Agreementmodification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ai) (x) pay dividends or make any other distributions to the Borrower Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (by) pay any indebtedness owed by it to the Borrower Company or any of its Restricted Subsidiaries, (cii) make loans or advances to the Borrower Company or any of its Restricted Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) Existing Indebtednessthe Credit Agreement and the indentures governing the Company’s 7 3/8% Senior Subordinated Notes and 6 3/8% Senior Subordinated Notes, each as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility or indenture or other financing agreement or instrument, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or other Credit Facilities or indentures or other financing agreements or instruments are not materially more restrictive taken as a whole with respect to such dividend and other payment restrictions than those contained in the Credit Agreement and such indentures as in effect on the date of the Indenture, (iib) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior NotesSecurities, (iiic) applicable law, (ivd) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except except, in the case of Indebtedness, to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired, provided that that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be incurred, (ve) by reason of customary non-assignment provisions in leases and customary provisions in other agreements that restrict assignment of such agreements or rights thereunder, entered into in the ordinary course of business and consistent with past practices, (vif) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, acquired or (viig) Permitted Refinancing Indebtedness of any Existing IndebtednessDebt, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreementrefinanced.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary Restricted Subsidiary: (i) to (a) pay pay, directly or indirectly, dividends or make any other distributions in respect to the Borrower or any of its Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest ownership interests or participation in, or interest measured by, its profits, (b) pay any indebtedness Debt or other obligation owed to the Borrower Company or any of its Subsidiaries, other Restricted Subsidiary; (cii) to make loans or advances to the Borrower Company or any of its Subsidiaries other Restricted Subsidiary; or (diii) to sell, lease or transfer any of its properties property or assets to the Borrower Company or any of its Subsidiaries, except for such encumbrances or Wholly Owned Restricted Subsidiary. The preceding restrictions existing under or by reason of (i) Existing Indebtedness, (ii) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees and the Fixed Rate Senior Notes, (iii) applicable law, (iv) shall not apply to any instrument governing Indebtedness or Capital Interests of a Person acquired by the Borrower or any of its Subsidiaries as in effect at the time of such Acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisition), which encumbrance or restriction is not applicable to existing pursuant to: (a) the Notes, the Indenture (including this Supplemental Indenture), the Guarantees or 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 the Consolidated Cash Flow of such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction agreement in effect on the date of acquisition is not taken into account in determining whether this Supplemental Indenture, (b) the Bank Agreement, including any Guarantees of or Liens securing the Debt Incurred thereunder, (c) an agreement relating to any Debt Incurred by such acquisition Subsidiary prior to the date on which such Subsidiary was permitted acquired by the terms Company and outstanding on such date and not incurred in anticipation of this Agreementbecoming a Subsidiary, (vd) an agreement which has been entered into for the pending sale or disposition of all or substantially all of the Capital Stock, other ownership interests or assets of such Subsidiary, provided that such restriction terminates upon consummation or abandonment of such disposition and upon termination of such agreement, (e) customary non-assignment provisions in leases and other agreements entered into in the ordinary course of business and consistent with past practicesbusiness, (vif) purchase money obligations for property acquired in the ordinary course of business any security agreement (including a capital lease) securing Debt permitted to be Incurred under this Supplemental Indenture that impose restrictions of the nature described in clause Clause (diii) above on the property so acquiredsubject to the Lien of such security agreement, (viig) Permitted Refinancing Indebtedness an agreement effecting a renewal, extension, refinancing or refunding of any Existing IndebtednessDebt incurred pursuant to an agreement referred to in Clause (a), provided (b) or (f) of this paragraph; provided, however, that the restrictions provisions relating to such encumbrance or restriction contained in the agreements governing such Permitted Refinancing Indebtedness renewal, extension, refinancing or refunding agreement are no more restrictive in any material respect than those the provisions contained in the agreements governing agreement it replaces, as determined in good faith by the Indebtedness being refinanced Board of Directors; or (viiih) other Indebtedness permitted to be incurred subsequent applicable corporate law or regulation relating to the Restatement Effective Date pursuant to the provisions payment of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreementdividends or distributions.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower and Starwood REIT shall not, and shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (a) (i) pay dividends or make any other distributions to the Borrower or Starwood REIT or any of its Subsidiaries Restricted Subsidiary (1A) on its their Capital Interests Stock or (2B) with respect to any other interest or participation in, or interest measured by, its profits, or (bii) pay any indebtedness Indebtedness owed to the Borrower Borrower, Starwood REIT or any Restricted Subsidiary (other than in respect of its Subsidiariesthe subordination of such Indebtedness to the Senior Secured Notes, the Affiliate Guaranty or any other Indebtedness incurred pursuant to the terms of this Agreement, as the case may be), (cb) make loans or advances to the Borrower Borrower, Starwood REIT or any of its Subsidiaries Restricted Subsidiary or (dc) sell, lease, or transfer any of its their properties or assets to the Borrower Borrower, Starwood REIT or any of its SubsidiariesRestricted Subsidiary, except (in each case) for such encumbrances or restrictions existing under or by reason of (i1) Existing Indebtednesscontractual encumbrances or restrictions in effect on the Original Closing Date, (ii2) the Bank Credit Facility (and any related security agreements) and any Guaranties thereof, this Agreement, the Senior Secured Notes, the Affiliate Guaranty, indebtedness incurred pursuant to clause (h) and (j) of Section 5.9 and any related security agreements, (3) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Senior Secured Notes and the Fixed Rate Senior NotesAffiliate Guaranty, (iii) applicable law, (iv4) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Borrower, Starwood REIT or any of its Subsidiaries Restricted Subsidiary as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 the Consolidated Cash Flow of such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited (5) by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition was permitted by the terms of this Agreement, (v) easox xx customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practicesbusiness, (vi6) purchase money obligations for property acquired in the ordinary course of business or secured indebtedness permitted to be incurred and secured hereby that impose restrictions of the nature described discussed in clause (dc) above on the property so acquiredacquired or which secures such indebtedness, (vii7) Permitted Refinancing Indebtedness applicable law or any applicable rule or order of any Existing IndebtednessGaming Authority, provided (8) customary restrictions imposed by asset sale or stock purchase agreements relating to the sale of assets or stock by the Borrower, Starwood REIT or any Restricted Subsidiary, (9) 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 clauses (1) through (8 above, provided, that the restrictions contained such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the agreements governing such Permitted Refinancing Indebtedness are good faith judgment of the Borrower and Starwood REIT, no more restrictive with respect to such dividend and other payment restrictions than those contained in the agreements governing the Indebtedness being refinanced dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing, or (viii10) other Indebtedness customary encumbrances or restrictions, pursuant to the terms of Preferred Stock permitted to be incurred subsequent to the Restatement Effective Date issued pursuant to Section 5.9, on the provisions payment of Section 8.05 hereof, provided that dividends or distributions on the other Capital Stock of the issuer of such restrictions are no more restrictive than those contained in this AgreementPreferred Stock.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Issuer shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (ai)(A) pay dividends or make any other distributions to the Borrower Issuer or any of its Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (bB) pay any indebtedness Indebtedness owed to the Borrower Issuer or any of its Subsidiaries, (cii) make loans or advances to the Borrower Issuer or any of its Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Issuer or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (iA) Existing IndebtednessIndebtedness and the New Revolving Credit Facilities as in effect on the date hereof, (ii) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees and the Fixed Rate Senior Notes, (iiiB) applicable law, (ivC) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Issuer or any of its Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be incurred, (vD) by reason of restrictions imposed by Permitted Liens on the transfer of the assets that are subject to such Liens, (E) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (viF) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, acquired or (viiG) Permitted Refinancing Indebtedness of any Existing IndebtednessDebt, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreementrefinanced.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company and each Restricted Subsidiary shall not, and the Company shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (ai)(A) pay dividends or make any other distributions to the Borrower Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (bB) pay any indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, (cii) make loans or advances to the Borrower Company or any of its Restricted Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) Existing Indebtednessagreements relating to Indebtedness as in effect as of the Original Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, additions (including additional Warehouse Facilities), replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, additions, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the agreements relating to Indebtedness as in effect on the Original Issue Date, (ii) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees and the Fixed Rate Senior Notes, (iiib) applicable law, (ivc) any instrument governing Indebtedness Acquired Debt or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness Acquired Debt was incurred or such Capital Stock was issued or its terms amended in connection with or in contemplation of such Acquisitionacquisition), which encumbrance or restriction is not applicable to any Person, or the properties property or assets of any Person, other than the Person, Person or the property or assets of the Person, so acquired, provided that the Consolidated Cash Flow of such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining on a pro forma basis whether such acquisition subject to such Acquired Debt was permitted by the terms of this AgreementIndenture, (vd) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vie) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, (viif) Permitted Refinancing Indebtedness of any Existing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or refinanced, and (viiig) other Indebtedness permitted to be incurred subsequent to this Indenture, the Restatement Effective Date pursuant to Subsidiary Guarantees, the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this AgreementCollateral Agreements and the Related Agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (aa)(i) pay dividends or make any other distributions to the Borrower Issuer or any of its Restricted Subsidiaries (1A) on its Capital Interests Stock or (2B) with respect to any other interest or participation in, or interest measured by, its profits, or (bii) pay any indebtedness Indebtedness owed to the Borrower Issuer or any of its Restricted Subsidiaries, (cb) make loans or advances to the Borrower Issuer or any of its Restricted Subsidiaries or (dc) transfer any of its properties or assets to the Borrower Issuer or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of (ia) Existing IndebtednessIndebtedness as in effect on the date of this Indenture, (iib) the terms of any Indebtedness permitted by the Indenture to be incurred by any Restricted Subsidiary of the Issuer, (c) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior NotesDebentures, (iiid) applicable lawlaw and any applicable rule, regulation or order, (ive) any agreement or instrument governing Indebtedness or Capital Interests of a Person acquired by the Borrower Issuer or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or created in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be incurred, (vf) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vig) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (de) above on the property so acquired, (viih) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive are, in the good faith judgment of the Issuer's Board of Directors, not materially less favorable, taken as a whole, to the Holders of the Debentures than those contained in the agreements governing the Indebtedness being refinanced refinanced, (j) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.09 and 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness, (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (viiil) other Indebtedness or Disqualified Stock of Restricted Subsidiaries permitted to be incurred subsequent to the Restatement Effective Issuance Date pursuant to the provisions of Section 8.05 4.09 hereof, provided that (m) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (n) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Board of Directors of the Issuer, are necessary or advisable to effect such restrictions are no more restrictive than those contained in this AgreementReceivables Facility.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary or Restricted Affiliate to (aa)(i) pay dividends or make any other distributions to the Borrower Company or any Restricted Subsidiary of its Subsidiaries the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate (1A) on its Capital Interests Stock or (2B) with respect to any other interest or participation in, or interest measured by, its profits, or (bii) pay any indebtedness Indebtedness owed to the Borrower Company or any Restricted Subsidiary of its Subsidiariesthe Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate (cb) make loans or advances to the Borrower Company or any Restricted Subsidiary of its Subsidiaries the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate or (dc) sell, lease or transfer any of its properties or assets to the Borrower Company or any Restricted Subsidiary of its Subsidiariesthe Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate, except for such encumbrances or restrictions existing under or by reason of (i) Existing IndebtednessIndebtedness as in effect on the date of this Indenture, (ii) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes, (iii) applicable law, (iv) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any Restricted Subsidiary of its Subsidiaries the Company, Restricted Affiliate or Restricted Subsidiary of a Restricted Affiliate as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred or Capital Stock issued in connection with or in contemplation of such Acquisitionacquisition), which encumbrance or restriction is not applicable to the Company or any PersonRestricted Subsidiary of the Company, Restricted Affiliate or Restricted Subsidiary of the Affiliate, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, Person so acquired, provided that the Consolidated Cash Flow of such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition was permitted by the terms of this AgreementIndenture, (v) customary non-assignment provisions any Credit Facility permitted under Section 4.09 hereof; provided, that, with respect to this clause (v), either (x) at or prior to the time of incurrence of such Indebtedness, the Company receives from a commercial bank or nationally recognized investment banking firm (which bank or firm may be a lender or agent for lenders, or an underwriter, placement agent or financial advisor, under or in leases entered into respect of such Indebtedness) a letter or opinion to the effect that the restrictions contained in the ordinary course of business agreement or instrument governing such Indebtedness are reasonable and customary under the circumstances and are consistent with past practicesthose provided in prevailing market conditions at the time for similar financings by borrowers of similar credit quality or (y) at or prior to the time of incurrence of such Indebtedness, the Board of Directors of the Company determines in good faith that, based upon one or more proposals from a commercial bank or nationally recognized investment banking firm (other than a bank or firm that is a lender or agent for lenders, or an underwriter, placement agent or financial advisor, under or in respect of such Indebtedness), the restrictions contained in the agreement or instrument governing such Indebtedness are consistent with those provided in prevailing market conditions at the time of similar financings; or (vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (d) above on the property so acquired, (vii) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced refinanced. A bank or firm referred to in clause (viiivi) other Indebtedness permitted to be incurred subsequent to of the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreement.preceding

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (ai)(a) pay dividends or make any other distributions to the Borrower or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (b) pay any indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (cii) make loans or advances to the Borrower or any of its Restricted Subsidiaries or (diii) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of (ia) Existing IndebtednessIndebtedness or Indebtedness under the Senior Credit Facility, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the applicable series of Existing Indebtedness or in the Senior Credit Facility, (iib) encumbrances and restrictions applicable to any Unrestricted Subsidiary, as the same are in effect as of the date on which such Subsidiary becomes a Restricted Subsidiary, and as the same may be amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the applicable series of Indebtedness of such Subsidiary as in effect on the date on which such Subsidiary becomes a Restricted Subsidiary, (c) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Agreement and the Fixed Rate Senior Term Notes, (iiid) applicable law, (ive) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementAgreement to be incurred, (vf) by reason of customary non-assignment provisions in leases or licenses entered into in the ordinary course of business and consistent with past practicesbusiness, (vig) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, (viih) the provisions of agreements governing Indebtedness incurred pursuant to clause (iv) of the second paragraph of Section 4.9, (i) any agreement for the sale of a Restricted Subsidiary that restricts that Restricted Subsidiary pending its sale, (j) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced or refinanced, (viiik) other Indebtedness Liens permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof4.12 that limit the right of the debtor to transfer the assets subject to such Liens, provided that such (l) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements and (m) restrictions are no more restrictive than those contained on cash or other deposits or net worth imposed by customers under contracts entered into in this Agreementthe ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to of the Company to: (a) pay dividends or make any other distributions to the Borrower or any of its Subsidiaries (1) on its Capital Interests or (2) Company with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or interest measured by, its such Restricted Subsidiary’s profits, (b) or pay any indebtedness Indebtedness or other obligations owed by such Restricted Subsidiary to the Borrower Company or any of its the Company’s other Restricted Subsidiaries, ; (cb) make loans or advances to the Borrower Company or any of its Subsidiaries the Company’s other Restricted Subsidiaries; or (dc) transfer any of its properties such Restricted Subsidiary’s property or assets to the Borrower Company or any of its the Company’s other Restricted Subsidiaries, except except, in each case, for such encumbrances or restrictions existing under or by reason of of: (i) Existing Indebtednessexisting Indebtedness and agreements, as in effect at or entered into on the Closing Date; (ii) this Agreementthe Credit Agreement as in effect as of the Closing Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings are not materially more restrictive with respect to such provisions than those contained in the 1994 Indenture, Credit Agreement on the Subsidiary Note Guarantees and the Fixed Rate Senior Notes, Closing Date; (iii) applicable law, this Indenture and the Notes; (iv) Applicable Law; (v) 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 the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired; (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced; (viii) any instrument governing Indebtedness Indebtedness, Capital Stock or Capital Interests assets of a Person acquired by the Borrower Company or any of its the Company’s Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such instrument was created or such Indebtedness was incurred Incurred in connection with or in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be Incurred; (ix) Secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right of the debtor thereunder to dispose of the assets securing such Indebtedness; (x) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vxi) customary non-assignment provisions in leases restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the ordinary course Ordinary Course of business Business; (xii) customary provisions in joint venture agreements and consistent with past practices, (vi) purchase money obligations for property acquired customary provisions in licenses and leases and other similar agreements entered into in the ordinary course Ordinary Course of business that impose Business; (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; (xiv) any encumbrances or restrictions of the nature described type referred to in clause clauses (da), (b) and (c) above on imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the property so acquiredcontracts, instruments or obligations referred to in clauses (viii) Permitted Refinancing Indebtedness of any Existing Indebtedness, through (xiii) above; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the agreements governing the Indebtedness being refinanced dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; or (viiixv) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions any encumbrance or restriction in any agreement or instrument of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained a Receivables Subsidiary governing or in this Agreement.connection with a Qualified Receivables Transaction. Table of Contents

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Issuers shall not, and shall not permit or cause any of its their Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (ai)(a) pay dividends or make any other distributions to the Borrower Issuers or any of its their Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (b) pay any indebtedness owed to the Borrower Issuers or any of its their Restricted Subsidiaries, (cii) make loans or advances to the Borrower Issuers or any of its their Restricted Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Issuers or any of its their Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) Existing Indebtednessthe Senior Credit Agreement as in effect on the date of the Indenture, and any amendments, modifications, restatements, renewals, supplements, refundings, replacements or refinancings thereof that contain restrictions that are no more restrictive than those contained in the Senior Credit Agreement as in effect on the date of the Indenture, (iib) this Agreement, agreements existing and as in effect on the 1994 date of the Indenture, (c) any instrument governing Indebtedness permitted to be incurred pursuant to the Subsidiary Note Guarantees and terms of the Fixed Rate Senior NotesIndenture, (iiid) applicable law, (ive) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Issuers or any of its their Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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, provided that in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted to be incurred by the terms of this AgreementIndenture, (vf) customary non-assignment assignment, provisions in leases or other agreements entered into in the ordinary course of business and consistent with past practicesbusiness, (vig) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, (viih) any restriction or encumbrance contained in contracts for the sale of assets permitted by the Indenture, provided that such restrictions relate only to the assets being sold pursuant to such contracts and (i) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreementrefinanced.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (aa)(i) pay dividends or make any other distributions to the Borrower Company or any of its Subsidiaries (1A) on its Capital Interests Stock or (2B) with respect to any other interest or participation in, or interest measured by, its profits, profits or (bii) pay any indebtedness owed to the Borrower Company or any of its Subsidiaries, (cb) make loans or advances to the Borrower Company or any of its Subsidiaries or (dc) transfer any of its properties or assets to the Borrower Company or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason reasons of (i) Existing IndebtednessIndebtedness as in effect on the Issue Date, (ii) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes, (iii) applicable law, (iv) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be incurred, (v) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vi) purchase money obligations or Capital Lease Obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (div) above on the property so acquired, (vii) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or refinanced; (viii) other Indebtedness permitted customary restrictions imposed on the transfer of copyrighted or patented materials and customary provisions in agreements that restrict the assignees of such agreements or any rights thereunder or (ix) restrictions with respect to be incurred subsequent a Subsidiary of the Company imposed pursuant to a binding agreement relating to the Restatement Effective Date pursuant to sale or disposition of all or substantially all of the provisions of Section 8.05 hereof, provided that Capital Stock or assets or such restrictions are no more restrictive than those contained in this AgreementSubsidiary.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to of the Company to: (a) pay dividends or make any other distributions to the Borrower or any of its Subsidiaries (1) on its Capital Interests or (2) Company with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or interest measured by, its such Restricted Subsidiary’s profits, (b) or pay any indebtedness Indebtedness or other obligations owed by such Restricted Subsidiary to the Borrower Company or any of its the Company’s other Restricted Subsidiaries, ; (cb) make loans or advances to the Borrower Company or any of its Subsidiaries the Company’s other Restricted Subsidiaries; or (dc) transfer any of its properties such Restricted Subsidiary’s property or assets to the Borrower Company or any of its the Company’s other Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of of: (i) Existing Indebtednessexisting Indebtedness and agreements, as in effect at or entered into on the Closing Date; (ii) this Agreementthe Credit Documents as in effect as of the Closing Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings thereof permitted hereunder, provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings are not materially more restrictive with respect to such provisions than those contained in the 1994 Indenture, Credit Documents on the Subsidiary Note Guarantees and the Fixed Rate Senior Notes, Closing Date; (iii) applicable law, this Indenture and the Notes; (iv) Applicable Law; (v) 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 the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements; (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired; (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced; (viii) any instrument governing Indebtedness Indebtedness, Capital Stock or Capital Interests assets of a Person acquired by the Borrower Company or any of its the Company’s Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such instrument was created or such Indebtedness was incurred Incurred in connection with or in contemplation of such Acquisitionacquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets as- sets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be Incurred; (ix) Secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right of the debtor thereunder to dispose of the assets securing such Indebtedness; (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vxi) customary non-assignment provisions in leases restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the ordinary course Ordinary Course of business Business; (xii) customary provisions in joint venture agreements, licenses and consistent with past practices, (vi) purchase money obligations for property acquired leases and other similar agreements entered into in the ordinary course Ordinary Course of business that impose Business; (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; and (xiv) any encumbrances or restrictions of the nature described type referred to in clause clauses (da), (b) and (c) above on imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the property so acquiredcontracts, instruments or obligations referred to in clauses (viii) Permitted Refinancing Indebtedness of any Existing Indebtedness, through (xiii) above; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the agreements governing the Indebtedness being refinanced dividend or (viii) other Indebtedness permitted payment restrictions prior to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereofsuch amendment, provided that such restrictions are no more restrictive than those contained in this Agreementmodification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (ai)(a) pay dividends or make any other distributions to the Borrower Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, profits or (b) pay any indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, (cii) make loans or advances to the Borrower Company or any of its Restricted Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reasons of (a) the terms of any Permitted Debt permitted to be incurred by any Restricted Subsidiary of the Company, (b) Existing Indebtedness as in effect on the date hereof or by reason of (i) Existing Indebtednessany agreement or instrument in effect on the date hereof, (iic) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes, (iiid) applicable lawlaw or regulation, (ive) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this Agreementhereof, (vf) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vig) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, or (viih) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced refinanced, (i) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the date of this Indenture that prohibit transfers of the type described in (viiiiii) other Indebtedness permitted above with respect to be incurred subsequent such real property, (j) any such customary encumbrance or restriction contained in a security document creating a Permitted Lien to the Restatement Effective Date pursuant extent related to the provisions property or assets subject to such Permitted Lien, and (k) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of Section 8.05 hereofall or substantially all of the Company's Equity Interests in, provided that or substantially all of the assets of, such restrictions are no more restrictive than those contained in this AgreementRestricted Subsidiary.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (aa)(i) pay dividends or make any other distributions to the Borrower Company or any of its Restricted Subsidiaries (1A) on its Capital Interests Stock or (2B) with respect to any other interest or participation in, or interest measured by, its profits, profits or (bii) pay any indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, (cb) make loans or advances to the Borrower Company or any of its Restricted Subsidiaries or (dc) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) Existing IndebtednessIndebtedness as in effect on the Closing Date, (ii) the Credit Facility as in effect as of the Closing Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit Facility as in effect on the Closing Date, (iii) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Notes and the Fixed Rate Senior NotesNote Guarantees, (iiiiv) applicable law, (ivv) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be incurred, (vvi) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practicesbusinesses, (vivii) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (dc) above on the property so acquired, (viiviii) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced refinanced, or (viiiix) other Indebtedness permitted restrictions with respect to be incurred subsequent to a Subsidiary of the Restatement Effective Date Company imposed pursuant to a binding agreement which has been entered into for the provisions sale or disposition of Section 8.05 hereof, provided that all of the Capital Stock or all or substantially all of the assets of such restrictions are no more restrictive than those contained in this AgreementSubsidiary .

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (ai)(a) pay dividends or make any other distributions to the Borrower Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (b) pay any indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, (cii) make loans or advances to the Borrower Company or any of its Restricted Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of (ia) Existing IndebtednessIndebtedness as in effect on the date of this Indenture, (iib) the Partnership Parks Agreements, the Marine World Agreements or the Subordinated Indemnity Agreement, (c) the terms of any Indebtedness permitted by this Indenture to be incurred by any Restricted Subsidiary of the Company, (d) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Company Notes, (iiie) applicable law, (ivf) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be incurred, (vg) customary non-assignment provisions in leases leases, licenses or other contracts entered into in the ordinary course of business and consistent with past practicesbusiness, (vih) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, (viii) Permitted Refinancing Indebtedness any agreement for the sale of any Existing Indebtednessa Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (viiij) other Indebtedness obligations otherwise permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof4.12 that limits the right of the obligee to dispose of the assets securing such obligations, provided that such (k) 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 and (l) restrictions are no more restrictive than those contained on cash or other deposits or net worth imposed by customers under contracts entered into in this Agreementthe ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Subsidiary Guarantor to (ai)(a) pay dividends or make any other distributions to the Borrower Issuer or any of its Restricted Subsidiaries (1) on its Capital Interests or (2) with respect to any other interest or participation inStock, or interest measured by, its profits, (b) pay any indebtedness owed to the Borrower Issuer or any of its Restricted Subsidiaries, (cii) make loans or advances to the Borrower Issuer or any of its Restricted Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Issuer or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) Existing Indebtedness, (iib) the New Credit Facility, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are substantially no more restrictive when taken as a whole with respect to such dividend and other payment restrictions than those contained in the New Credit Facility as in effect on the date of this Indenture, (c) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes, (iiid) applicable law, (ive) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Issuer or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired, provided that the Consolidated Cash Flow (f) by reason of such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition was permitted by the terms of this Agreement, (v) customary non-assignment or net worth provisions in leases or licenses entered into in the ordinary course of business and consistent with past practices, (vig) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, (viih) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are substantially no more restrictive when taken as a whole than those contained in the agreements governing the Indebtedness being refinanced refinanced, (i) any instrument or (viii) other agreement governing Indebtedness permitted to be incurred subsequent under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, (j) restrictions applicable to a Receivables Subsidiary arising from a Receivables Transaction, (k) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Restricted Subsidiary with respect to the Restatement Effective Date issuance pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary or (l) customary provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreementjoint venture agreements or other similar agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (ai)(a) pay dividends or make any other distributions to the Borrower Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (b) pay any indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, (cii) make loans or advances to the Borrower Company or any of its Restricted Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of (ia) Existing IndebtednessIndebtedness as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, with respect to such dividend and other payment restrictions than those as in effect on the date of this Indenture, (iib) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Secured Discount Notes, (iiic) applicable law, (ivd) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be incurred, (ve) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vif) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, (viig) restrictions relating to a Restricted Subsidiary formed for the sole purpose of engaging in accounts receivable financing, (h) any agreement for the sale of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale, (i) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced or and (viiij) other secured Indebtedness otherwise permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided 4.12 that limits the right of the debtor to dispose of the assets securing such restrictions are no more restrictive than those contained in this AgreementIndebtedness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to of the Company to: (a) pay dividends or make any other distributions to the Borrower on, or any of its Subsidiaries (1) on in respect of, its Capital Interests or (2) with respect to any other interest or participation in, or interest measured by, its profits, Stock; (b) pay any indebtedness owed to the Borrower or any of its Subsidiaries, (c) make loans or advances or pay any Indebtedness or other obligation owed to the Borrower Company or any of its Subsidiaries Guarantor; or (dc) transfer any of its properties property or assets to the Borrower Company or any of its SubsidiariesGuarantor, except except, with respect to clauses (a), (b) and (c), for such encumbrances or restrictions existing under or by reason of of: (i) Existing Indebtedness, (ii) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees and the Fixed Rate Senior Notes, (iii1) applicable law, rule, regulation or order; (iv2) this Indenture, the Security Documents, the Intercreditor Agreement, the Notes, the 2020 Notes, the 2022 Notes, the 2024 Notes, the 2025 Notes, the 2026 Notes and the UK Notes and the guarantees in respect thereof; (3) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business; (4) any instrument governing Indebtedness or Capital Interests of a Person acquired by the Borrower or any of its Subsidiaries as in effect at the time of such Acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisition)Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property properties or assets of the Person, Person so acquired; (5) the Credit Facilities as entered into or existing on the Issue Date or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any restrictions imposed pursuant to any such amendment, modification; restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary and customary with respect to syndicated bank loans (under the Consolidated Cash Flow of such Person relevant circumstances); (6) agreements existing on the Issue Date to the extent that dividends, distributions, loans, advances or transfers thereof is limited by and in the manner such encumbrance or restriction agreements are in effect on the date Issue Date; (7) restrictions on the transfer of acquisition is not taken into account in determining whether such acquisition was assets subject to any Lien permitted under this Indenture imposed by the terms holder of such Lien; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Agreement, Indenture to any Person pending the closing of such sale; (v9) any agreement or instrument governing Capital Stock of any Person that is acquired; (10) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (11) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Issue Date or permitted to be issued or incurred under this Indenture; provided that any such restrictions are ordinary and customary non-assignment provisions in leases with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business business; (13) 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 clauses (1) through (4) and consistent (6) through (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with past practicesrespect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (vi14) purchase money obligations for property acquired customary provisions in joint venture, partnership, asset sale, sale leaseback and other similar agreements; and (15) customary provisions in leases and other agreements entered into in the ordinary course of business that impose restrictions of the nature described in clause (d) above on the property so acquired, (vii) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreementbusiness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (aa)(i) pay dividends or make any other distributions to the Borrower or any of its Restricted Subsidiaries (1A) on its Capital Interests Stock or (2B) with respect to any other interest or participation in, or interest measured by, its profits, profits or (bii) pay any indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (cb) make loans or advances to the Borrower or any of its Restricted Subsidiaries or (dc) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason reasons of (i) Existing Indebtedness as in effect on the date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect on the date hereof, (ii) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees and the Fixed Rate Senior Notes, (iii) applicable law, (iv) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementAgreement to be incurred, (v) customary non-assignment provisions in leases leases, licenses and other contracts entered into in the ordinary course of business and consistent with past practices, (vi) purchase money obligations or Capital Lease Obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (dc) above on the property so acquiredabove, (vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts dividends, distributions, loans, advances or transfers by such Restricted Subsidiary pending its sale or other disposition, (viii) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced or refinanced, (viiiix) other agreements SECOND LIEN CREDIT AGREEMENT AMKOR TECHNOLOGY, INC. entered into with respect to Liens securing Indebtedness otherwise permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof5.10 (Liens) that limit the right of the Borrower or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien, provided that (x) 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, (xi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (xii) any Receivables Program, and (xiii) any restriction imposed pursuant to contracts for the sale of assets with respect to the transfer of the assets to be sold pursuant to such restrictions are no more restrictive than those contained in this Agreementcontract.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (ai)(a) pay dividends or make any other distributions to the Borrower Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (b) pay any indebtedness Indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, (cii) make loans or advances to the Borrower Company or any of its Restricted Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of (ia) Existing IndebtednessIndebtedness as in effect on the Guaranty Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those as in effect on the Guaranty Date, (iib) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees and the Fixed Rate Senior Notes, (iiic) applicable law, (ivd) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementAgreement to be incurred, (ve) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vif) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (dc) above on the property so acquired, (viig) restrictions relating to a Restricted Subsidiary formed for the sole purpose of engaging in accounts receivable financing, (h) any agreement for the sale of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale, (i) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced or and (viiij) other secured Indebtedness otherwise permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided 4.12 that limits the right of the debtor to dispose of the assets securing such restrictions are no more restrictive than those contained in this AgreementIndebtedness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (ai)(a) pay dividends or make any other distributions to the Borrower Company or any of its Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (b) pay any indebtedness Indebtedness owed to the Borrower Company or any of its Subsidiaries, (cii) make loans or advances to the Borrower Company or any of its Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Company or any of its Subsidiaries. However, except for such the foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of (ia) Existing IndebtednessIndebtedness as in effect on the date of this Indenture, (iib) the Senior Credit Facility as in effect as of the date of this Agreement, the 1994 Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Senior Credit Facility as in effect on the date of this Indenture, (c) the Notes and the Subsidiary Note Guarantees and the Fixed Rate Senior NotesGuarantees, (iiid) applicable law, (ive) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be incurred, (vf) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vig) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, (viih) any agreement for the sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition, (i) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced or refinanced, (viiij) other Liens securing Indebtedness 40 46 otherwise permitted to be incurred subsequent pursuant to Section 4.12 hereof that limits the right of the debtor to dispose of the assets securing such Indebtedness, (k) provisions with respect to the Restatement Effective Date pursuant to disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the provisions ordinary course of Section 8.05 hereof, provided that such business and (l) restrictions are no more restrictive than those contained on cash or other deposits or net worth imposed by customers under contracts entered into in this Agreementthe ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to to: (a) pay dividends or make any other distributions on its Equity Interests to the Borrower Issuer or any of its Subsidiaries (1) on its Capital Interests Restricted Subsidiaries, or (2) with respect to any other interest or participation in, or interest measured by, its profits, (b) or pay any indebtedness owed to the Borrower Issuer or any of its Restricted Subsidiaries, ; (cb) make loans or advances or guarantee any such loans or advances to the Borrower Issuer or any of its Subsidiaries Restricted Subsidiaries; or (dc) transfer any of its properties or assets to the Borrower Issuer or any of its Restricted Subsidiaries, ; except for such encumbrances or restrictions existing under or by reason of reasons of: (i) Existing Indebtedness as in effect on the date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness, as in effect on the date hereof, (ii) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Notes, the 10 1/2% Notes, the 9 3/4% Notes and the Fixed Rate Senior indentures governing the 10 1/2% Notes and the 9 3/4% Notes, ; (iii) applicable law, ; (iv) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Issuer or any of its Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation anticipation of such Acquisitionacquisition), 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 Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this Agreement, Indenture to be incurred; (v) customary non-non- assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, ; (vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (dc) above on the property so acquired, ; (vii) 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; (viii) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced refinanced; (ix) Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien; (x) 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; (viiixi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xii) restrictions contained in the terms of Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of under Section 8.05 4.09 hereof, ; provided that such restrictions are no more restrictive than those contained in this Agreementcustomary for similar financings.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (ai)(A) pay dividends or make any other distributions to the Borrower Company or any of its Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (bB) pay any indebtedness Indebtedness owed to the Borrower Company or any of its Subsidiaries, (cii) make loans or advances to the Borrower Company or any of its Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Company or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) Existing IndebtednessIndebtedness as in effect on the Issue Date, (iib) the New Credit Agreement as in effect as of the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the New Credit Agreement as in effect on the Issue Date, (c) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes, (iiid) applicable law, (ive) any instrument governing Acquired Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Acquired Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 the Consolidated Cash Flow EBITDA of such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition was permitted by the terms of this AgreementIndenture, (vf) by reason of customary non-assignment provisions in leases and licenses entered into in the ordinary course of business and consistent with past practices, (vig) purchase money obligations Purchase Money Obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, (viih) agreements relating to the financing of the acquisition of real or tangible personal property acquired after the Issue Date, provided, that such encumbrance or restriction relates only to the property which is acquired and in the case of any encumbrance or restriction that constitutes a Lien, such Lien constitutes a Purchase Money Lien, (i) any restriction or encumbrance in the nature of clause (iii) above contained in contracts for sale of assets permitted by this Indenture in respect of the assets being sold pursuant to such contract, or (j) Permitted Refinancing Indebtedness of any Existing IndebtednessDebt, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreementrefinanced.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Amkor shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (aa)(i) pay dividends or make any other distributions to the Borrower Amkor or any of its Restricted Subsidiaries (1A) on its Capital such Restricted Subsidiary’s Equity Interests or (2B) with respect to any other interest or participation in, or interest measured by, its profits, such Restricted Subsidiary’s profits or (bii) pay any indebtedness owed to the Borrower Amkor or any of its Restricted Subsidiaries, (cb) make loans or advances to the Borrower Amkor or any of its Subsidiaries Restricted Subsidiaries, or (dc) transfer any of its properties or assets to the Borrower Amkor or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason reasons of (iI) Existing IndebtednessIndebtedness or other agreements as in effect on the date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings are not materially more restrictive, in the good faith judgment of the board of directors of Amkor or the board of directors of any applicable Restricted Subsidiary, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness and other agreements, as in effect on the date hereof, (iiII) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees and the Fixed Rate Senior Notes, (iiiIII) applicable law, (ivIV) (x) any agreement or instrument governing or relating to Permitted Bank Debt or Indebtedness of Foreign Subsidiaries, in each case that meets the criteria specified in clauses (i) and (xiii), respectively, of Section 10.2.4(b); provided, that in the case of clause (I) the board of directors or an Officer of Amkor shall have determined in good faith at the time that such encumbrance or restriction is created that the encumbrance or restriction (A) would not reasonably be expected to impair the ability of the Borrowers to pay interest when due hereunder or to pay principal and accrued and unpaid interest when due hereunder, and (B) is not materially more disadvantageous to the Lenders than is customary in comparable financings, and (y) any instrument governing Indebtedness or Capital Equity Interests of a Person acquired by the Borrower Amkor or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementAgreement to be incurred, (vV) customary non-assignment and similar provisions in leases leases, licenses, and other contracts entered into in the ordinary course of business and consistent with past practices, (viVI) purchase money obligations or Capital Lease Obligations for property acquired or leased in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (dc) above on the property so acquiredpreceding, (viiVII) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts dividends, distributions, loans, advances, or transfers by such Restricted Subsidiary pending its sale or other disposition, (VIII) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive restrictive, in the good faith judgment of the board of directors of Amkor or the board of directors of any applicable Restricted Subsidiary, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced or refinanced, (viiiIX) other agreements entered into with respect to Liens securing Indebtedness otherwise permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof10.2.7 that limit the right of Amkor or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien, (X) 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, (XI) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business, (XII) any Receivables Program for any Subsidiary of Amkor which is not a Borrower, (XIII) any restriction imposed pursuant to contracts for the sale or transfer of assets with respect to the transfer of the assets to be sold pursuant to such contract, (XIV) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in contemplation of such acquisition; provided that in the case of Indebtedness incurred in connection with or in contemplation of such restrictions are no more restrictive than those contained in acquisition, such Indebtedness was permitted to be incurred by the terms of this Agreement; (XV) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of capital stock of a Person other than on a pro rata or less restrictive basis; and (XVI) 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 above; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment of the board of directors of Amkor or the board of directors of any applicable Restricted Subsidiary, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall Cadmus will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of Cadmus to (a) pay dividends or make any other distributions to the Borrower on or any in respect of its Subsidiaries (1) on its Capital Interests or (2) with respect to any other interest or participation in, or interest measured by, its profits, Stock; (b) pay any indebtedness owed to the Borrower or any of its Subsidiaries, (c) make loans or advances advances, or pay any Indebtedness or other obligation owed, to the Borrower Cadmus or any other Restricted Subsidiary of its Subsidiaries Cadmus; or (dc) transfer any of its properties property or assets to the Borrower Cadmus or any other Restricted Subsidiary of its SubsidiariesCadmus, except for such encumbrances or restrictions existing under or by reason of of: (i1) Existing Indebtedness, applicable law; (ii2) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Senior Subordinated Securities and the Fixed Rate Senior NotesGuarantor Guarantees; (3) the Series A Indenture, the Series B Indenture, the Series A Securities, the Series B Securities and the Guarantor Guarantees; (iii4) applicable law, customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of Cadmus; (iv5) any instrument agreement governing Indebtedness or Capital Interests of a Person acquired by the Borrower or any of its Subsidiaries as in effect at the time of Acquired Indebtedness, but only if such Acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisition), which encumbrance or restriction is shall not applicable apply to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquiredrequired; (6) agreements existing on the Issue Date, provided that the Consolidated Cash Flow of such Person to the extent and in the manner such agreements are in effect on the Issue Date; (7) the Credit Agreement; (8) any instrument governing a Permitted Lien, to the extent and only to the extent such instrument restricts the transfer or other disposition of assets subject to such Permitted Lien; (9) any contract for the sale of specified assets, including, without limitation, any restriction with respect to a Restricted Subsidiary of Cadmus imposed pursuant to any agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, to be consummated in accordance with the terms of this Indenture, pending the closing of such sale or disposition; PROVIDED that dividendsany such restriction relates solely to the Capital Stock or assets that are the subject of such agreement; (10) Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction or the charter documents of such Securitization Entity; PROVIDED that, distributionsin any case, loanssuch restrictions apply only to such Securitization Entity; and (11) any agreement governing Indebtedness Incurred to Refinance the Indebtedness issued, advances assumed or transfers thereof is limited by Incurred pursuant to an agreement referred to in clause (2), (4), (5) or (6) above; PROVIDED, HOWEVER, that the provisions relating to such encumbrance or restriction on the date of acquisition is contained in any such Indebtedness are not taken into account in determining whether such acquisition was permitted materially more restrictive, as determined by the terms Board of this AgreementDirectors of Cadmus or such Restricted Subsidiary, as the case may be, in their reasonable and good faith judgment, than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (v) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices4), (vi5) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (d) above on the property so acquired, (vii) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreement6).

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (ai)(a) pay dividends or make any other distributions to the Borrower Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (b) pay any indebtedness Indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, (cii) make loans or advances to the Borrower Company or any of its Restricted Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of (ia) Existing IndebtednessIndebtedness as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the agreements governing the Existing Indebtedness as in effect on the date of this Indenture, (iib) the New Credit Facility as in effect as of the date of this Agreement, the 1994 Indenture, or other Credit Facilities entered into subsequent to the Subsidiary Note Guarantees date of this Indenture, and in either case any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such other Credit Facilities or amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the New Credit Facility as in effect on the date of this Indenture as determined in good faith by the Company's Board of Directors, (c) the Indenture and the Fixed Rate Senior Notes, (iiid) applicable law, (ive) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be incurred, (vf) customary non-assignment provisions in leases and other contracts and other contracts entered into in the ordinary course of business and consistent with past practices, (vig) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, (viih) any agreement for the sale of a Subsidiary or a substantial portion of such Subsidiary's assets that restricts distributions by that Subsidiary pending its sale, (i) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced or as determined in good faith by the Company's Board of Directors, (viiij) other secured Indebtedness otherwise permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof4.09 that limits the right of the debtor to dispose of the assets securing such Indebtedness, provided that such (k) 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 and (l) restrictions are no more restrictive than those contained on cash or other deposits or net worth imposed by customers under contracts entered into in this Agreementthe ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (ai)(a) pay dividends or make any other distributions to the Borrower Company or any of its Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (b) pay any indebtedness owed to the Borrower Company or any of its Subsidiaries, (cii) make loans or advances to the Borrower Company or any of its Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Company or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) Existing IndebtednessIndebtedness as in effect on the date of this Indenture, (iib) the Credit Agreement as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings may be no more restrictive with respect to such dividend and other payment restrictions than the most restrictive of those contained in the Credit Agreement as in effect on the date of this Indenture, (c) this AgreementIndenture and the Notes or Indebtedness permitted to be incurred pursuant to the Indenture and ranking pari passu with the Notes or the Subsidiary Guarantees, as applicable, to the 1994 extent such restrictions are no more restrictive than those of the Indenture, the Subsidiary Note Guarantees and the Fixed Rate Senior Notes, (iiid) applicable law, (ive) any instrument governing Acquired Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Acquired Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 the Consolidated Cash Flow of such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition was permitted by the terms of this Agreement, (v) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (d) above on the property so acquired, (vii) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreement.,

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Issuers shall not, and shall not permit any of its their respective Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary which is not a Subsidiary Guarantor to (ai)(a) pay dividends or make any other distributions to the Borrower Issuers or any of its their respective Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (b) pay any indebtedness owed to the Borrower Issuers or any of its their respective Restricted Subsidiaries, (cii) make loans or advances to the Borrower Issuers or any of its their respective Restricted Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Issuers or any of its their respective Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) Existing IndebtednessIndebtedness as in effect on the date of this Indenture, (iib) the New Credit Facility as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the New Credit Facility as in effect on the date of this Indenture, (c) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes, (iiid) applicable law, (ive) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Issuers or any of its their respective Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the property or assets of the PersonPerson and its Subsidiaries, so acquired, provided that that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be incurred, (vf) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vig) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, (viih) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced refinanced, (i) any instrument or (viii) other agreement governing Indebtedness permitted to be incurred subsequent under this Indenture, which is secured by a Lien permitted to be incurred under this Indenture, which encumbrance or restriction is not applicable to any property or assets other than the Restatement Effective Date pursuant property or assets subject to the provisions of Section 8.05 hereofsuch Lien, provided that such or (j) restrictions are no more restrictive than those contained in this Agreementapplicable to a Receivables Subsidiary arising from a Receivables Transaction.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (ai)(a) pay dividends or make any other distributions to the Borrower Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (b) pay any indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, (cii) make loans or advances to the Borrower Company or any of its Restricted Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) Existing IndebtednessIndebtedness as in effect on the Issue Date, (iib) the Warehouse Facilities as in effect as of the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, additions, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, additions, replacements or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Warehouse Facilities as in effect on the Issue Date, (c) Indebtedness or other contractual requirements of a Special Purpose Subsidiary in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Special Purpose Subsidiary, (d) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes, (iiie) applicable law, (ivf) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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, provided that in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be incurred, (vg) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vih) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, or (viii) Permitted Refinancing Indebtedness of any Existing Indebtedness, ; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreementrefinanced.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (ai)(a) pay dividends or make any other distributions to the Borrower Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (b) pay any indebtedness Indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, (cii) make loans or advances to the Borrower Company or any of its Restricted Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) Existing Indebtedness, (iia) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes, (iiib) applicable law, (ivc) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be incurred, (vd) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vie) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, (viif) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced refinanced, (g) the requirements of any Securitization, Warehouse Facility or Residual Funding Facility that are exclusively applicable to any bankruptcy remote Securitization Trust, Warehouse Trust or special purpose Subsidiary of the Company formed in connection therewith, (h) the requirements of any Credit Enhancement Agreement or (viiii) other in the case of clause (iii) above, restrictions contained in security agreements securing Indebtedness of Guarantors relating to the properties or assets of Guarantors subject to the Liens created thereby, provided that such Liens were otherwise permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in under this AgreementIndenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (ai)(a) pay dividends or make any other distributions to the Borrower Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (b) pay any indebtedness owed owned to the Borrower Company or any of its Restricted Subsidiaries, (cii) make loans or advances to the Borrower Company or any of its Restricted Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) Existing IndebtednessIndebtedness as in effect on the Closing Date, (iib) this Agreementthe Credit Agreement as in effect as of the Closing Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the 1994 IndentureCredit Agreement as in effect on the Closing Date, (c) the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes, (iiid) applicable law, (ive) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this Agreementthe Indenture to be incurred, (vf) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vig) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, or (viih) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreementrefinanced.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (ai)(a) pay dividends or make any other distributions to the Borrower Company or any of its Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (b) pay any indebtedness owed to the Borrower Company or any of its Subsidiaries, (cii) make loans or advances to the Borrower Company or any of its Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Company or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) Existing IndebtednessDebt as in effect on the date hereof, (iib) this Agreementthe Credit Facility as in effect as of the date hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not more restrictive taken as a whole with respect to such dividend and other payment restrictions than those contained in the 1994 IndentureCredit Facility as in effect on the date hereof (as determined by the Board of Directors of the Company in its reasonable and good faith judgment), (c) the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes, (iiid) applicable law, (ive) any instrument governing Indebtedness Debt or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness Debt was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Debt, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Debt was permitted by the terms of this Agreementhereof to be incurred, (vf) customary non-assignment provisions in leases and other agreements entered into in the ordinary course of business and consistent with past practices, restricting assignment or restricting transfers of non-cash assets, (vig) purchase money obligations Purchase Money Obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause clauses (diii) above on the property so acquired, (viih) Permitted Refinancing Indebtedness of any Existing IndebtednessDebt, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness Debt are no not more restrictive taken as a whole than those contained in the agreements governing the Indebtedness Debt being refinanced (as determined by the Board of Directors of the Company in its reasonable and good faith judgment), (i) contracts for the sale of assets, or (viiij) other Indebtedness permitted customary provisions in agreements with respect to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this AgreementPermitted Joint Ventures.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Issuers shall not, and shall not permit any of its their Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary (other than Venetian) to (a) (i) pay dividends or make any other distributions to the Borrower Issuers or any of its their Restricted Subsidiaries (1A) on its their Capital Interests Stock or (2B) with respect to any other interest or participation in, or interest measured by, its profits, or (bii) pay any indebtedness Indebtedness owed to the Borrower Issuers or any of its Subsidiariestheir Restricted Subsidiaries (other than in respect of the subordination of such Indebtedness to the Mortgage Notes, the Mortgage Note Guaranties or any other Indebtedness incurred pursuant to the terms of this Indenture, as the case may be), (cb) make loans or advances to the Borrower Issuers or any of its their Restricted Subsidiaries or (dc) sell, lease, or transfer any of its their properties or assets to the Borrower Issuers or any of its their Restricted Subsidiaries, except (in each case) for such encumbrances or restrictions existing under or by reason of (i1) Existing Indebtednesscontractual encumbrances or restrictions in effect on the Issuance Date, (ii2) the Bank Credit Facility (and any related security agreements), this Agreement, the 1994 Indenture, the Subsidiary Mortgage Notes, the Mall Construction Loan Facility (and any related security agreements), any Mortgage Note Guarantees Guaranties, the Collateral Documents, indebtedness incurred pursuant to clause (g), (h), (j), (l), (n) or (o) of Section 4.09 hereof and any related security agreements, (3) the Senior Subordinated Note Indenture, the Senior Subordinated Notes and the Fixed Rate Senior NotesSubordinated Note Guaranties, (iii) applicable law, (iv4) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Subsidiaries Restricted Subsidiary as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 the Consolidated Cash Flow of such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition was permitted by the terms of this AgreementIndenture, (v5) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practicespractices and any leases permitted by Section 4.25, (vi6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described discussed in clause (dc) above on the property so acquired, (vii6) applicable law or any applicable rule or order of any Gaming Authority, (7) Permitted Refinancing Indebtedness Liens, (8) customary restrictions imposed by asset sale or stock purchase agreements relating to the sale of assets or stock by the Issuers or any Existing IndebtednessRestricted Subsidiary, provided or (9) 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 clauses (1) through (8) above, provided, that the restrictions contained such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the agreements governing such Permitted Refinancing Indebtedness are good faith judgment of the Company's Board of Directors, no more restrictive with respect to such dividend and other payment restrictions than those contained in the agreements governing the Indebtedness being refinanced dividend or (viii) other Indebtedness permitted payment restrictions prior to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereofsuch amendment, provided that such restrictions are no more restrictive than those contained in this Agreementmodification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to to: (ai)(a) pay dividends or make any other distributions to the Borrower Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (b) pay any indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, (cii) make loans or advances to the Borrower Company or any of its Restricted Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of (ia) Existing IndebtednessIndebtedness as in effect on the date of the Indenture, (iib) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes, (iiic) applicable law, (ivd) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this Agreementthe Indenture to be incurred, (ve) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vif) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, (viig) any agreement for the sale of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale, (h) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive restrictive, taken as a whole (as determined in good faith by the Company), than those contained in the agreements governing the Indebtedness being refinanced or refinanced, (viiii) other secured Indebtedness otherwise permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of the covenant described in Section 8.05 hereof4.12 hereof that limits the right of the debtor to dispose of the assets securing such Indebtedness, provided that such (j) 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 and (k) restrictions are no more restrictive than those contained on cash or other deposits or net worth imposed by customers under contracts entered into in this Agreementthe ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (aa)(i) pay dividends or make any other distributions to the Borrower Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (bii) pay any indebtedness Indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, (cb) make loans or advances to the Borrower Company or any of its Restricted Subsidiaries or (dc) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i1) the Credit Facilities or Existing Indebtedness, each as in effect on the date of this Indenture, (ii2) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes, (iii3) applicable law, (iv4) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be incurred, (v5) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vi6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (dc) above on the property so acquired, (vii7) customary provisions in bona fide contracts for the sale of property or assets or (8) Permitted Refinancing Indebtedness of with respect to any Existing IndebtednessIndebtedness referred to in clauses (1) and (2) above, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreementrefinanced.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (ai)(a) pay dividends or make any other distributions to the Borrower Company or any of its Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (b) pay any indebtedness Indebtedness owed to the Borrower Company or any of its Subsidiaries, (cii) make loans or advances to the Borrower Company or any of its Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Company or any of its Subsidiaries. However, except for such the foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of (ia) Existing Indebtednessthe New Credit Facility as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the New Credit Facility as in effect on the date of this Indenture, (iib) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes, (iiic) applicable law, (ivd) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be incurred, (ve) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vif) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, (viig) any agreement for the sale of a Subsidiary that restricts distributions by that Subsidiary pending its sale, (h) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced or refinanced, (viiii) other secured Indebtedness otherwise permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof4.12 hereof that limits the right of the debtor to dispose of the assets securing such Indebtedness, provided that such (j) 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, and (k) restrictions are no more restrictive than those contained on cash or other deposits or net worth imposed by customers under contracts entered into in this Agreementthe ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (aa)(i) pay dividends or make any other distributions to the Borrower Company or any of its Restricted Subsidiaries (1A) on its Capital Interests Stock or (2B) with respect to any other interest or participation in, or interest measured by, its profits, profits or (bii) pay any indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, (cb) make loans or advances to the Borrower Company or any of its Restricted Subsidiaries or (dc) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason reasons of (i) Existing IndebtednessIndebtedness as in effect on the date hereof, (ii) the Credit Agreement as in effect on the date hereof and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements and refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the Credit Agreement as of the date hereof, (iii) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes, (iiiiv) applicable law, (ivv) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof Indebtedness is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition was permitted by the terms of this AgreementIndenture to be incurred, (vvi) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vivii) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (dc) above on the property so acquired, (vii) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to any agreement for the Restatement Effective Date pursuant to the provisions sale of Section 8.05 hereof, provided a Restricted Subsidiary that such restrictions are no more restrictive than those contained in this Agreement.restricts distributions by

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a) (i) pay dividends or make any other distributions to the Borrower or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (bii) pay any indebtedness owed to the Borrower or any of its Restricted Subsidiaries, (cb) make loans or advances to the Borrower or any of its Restricted Subsidiaries or (dc) transfer any of its properties or assets to the Borrower or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i1) Existing IndebtednessIndebtedness as in effect on the date hereof, including restrictions under the Revolving Credit Facility, as in effect on the date hereof and any refinancings, amendments, restatements, renewals or replacements thereof; PROVIDED, HOWEVER, that the agreements governing such contain restrictions that are not more restrictive, taken as a whole, than those contained in the agreement governing the Indebtedness being so refinanced, amended, restated, renewed or replaced, (ii2) this Agreement, the 1994 Indenture, Term Notes and the Subsidiary Note Guarantees and the Fixed Rate Senior NotesGuaranty, (iii3) applicable law, (iv4) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 PROVIDED that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementAgreement to be incurred, (v5) customary non-non- assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vi6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause CLAUSE (dC) above on the property so acquired, (vii7) customary provisions in bona fide contracts for the sale of property or assets, or (8) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreementrefinanced.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (ai)(a) pay dividends or make any other distributions to the Borrower Company or any of its Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (b) pay any indebtedness owed to the Borrower Company or any of its Subsidiaries, (cii) make loans or advances to the Borrower Company or any of its Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Company or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) Existing IndebtednessIndebtedness as in effect on the Issue Date, (iib) the New Credit Agreement as in effect as of the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, taken as a whole, no more restrictive with respect to such dividend and other payment restrictions than those contained in the New Credit Agreement as in effect on the Issue Date, (c) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes, (iiid) applicable law, (ive) any instrument governing Indebtedness or Capital Interests of a Person acquired by the Borrower or any of its Subsidiaries as in effect at the time of such Acquisition (except to the extent such Indebtedness 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 Subsidiary of the Person, so acquired, provided Company that the Consolidated Cash Flow of such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition was permitted by the terms of this AgreementIndenture to be incurred, (vf) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vig) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, (viih) Permitted Refinancing Indebtedness of any Existing Indebtedness, Debt provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are Debt are, taken as a whole, no more restrictive than those contained in the agreements governing the Indebtedness being refinanced refinanced, (i) an agreement that has been entered into for the sale or disposition of all or substantially all of the Equity Interests or property or assets of a Subsidiary of the Company or (viiij) other Indebtedness permitted to be incurred subsequent to restrictions on the Restatement Effective Date Receivables Subsidiary pursuant to the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this AgreementReceivables Facility.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (aa)(i) pay dividends or make any other distributions to the Borrower Company or any of its Restricted Subsidiaries (1A) on its Capital Interests Stock or (2B) with respect to any other interest or participation in, or interest measured by, its profits, or (bii) pay any indebtedness Indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, (cb) make loans or advances to the Borrower Company or any of its Restricted Subsidiaries or (dc) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries. However, except for such the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of (ia) Existing IndebtednessIndebtedness as in effect on the Original Issuance Date, (iib) the New Credit Facility as in effect as of the Original Issuance Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, (c) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes, (iiid) applicable lawlaw and any applicable rule, regulation or order, (ive) any agreement or instrument governing Indebtedness or Capital Interests of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or created in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be incurred, (vf) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vig) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (de) above on the property so acquired, (viih) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive are, in the good faith judgment of the Company's board of directors, not materially less favorable, taken as a whole, to the Holders of the Notes than those contained in the agreements governing the Indebtedness being refinanced refinanced, (j) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.09 and 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness, (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (viiil) other Indebtedness or Disqualified Stock of Restricted Subsidiaries permitted to be incurred subsequent to the Restatement Effective Original Issuance Date pursuant to the provisions of Section 8.05 4.09 50 hereof, provided that (m) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (n) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of the Company, are necessary or advisable to effect such restrictions are no more restrictive than those contained in this AgreementReceivables Facility.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distributions to the Borrower or any of its Subsidiaries (1) on its Capital Interests or (2) with respect to any other interest or participation in, or interest measured by, its profits, (b) pay any indebtedness Indebtedness owed to the Borrower or any of its Subsidiaries, (c) make loans or advances to the Borrower or any of its Subsidiaries or (d) transfer any of its properties or assets to the Borrower or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) Existing Indebtedness, (ii) this Agreement, the 1994 Indenture, the Subsidiary 1998 Note Guarantees Purchase Agreement and the 1998 Fixed Rate Senior Notes, (iii) applicable law, (iv) any instrument governing Indebtedness or Capital Interests of a Person acquired by the Borrower or any of its Subsidiaries as in effect at the time of such Acquisition (except to the extent such Indebtedness 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 the Consolidated Cash Flow of such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition was permitted by the terms of this Agreement, (v) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (d) above on the property so acquired, (vii) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreement.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to to: (i) (a) pay dividends or make any other distributions to the Borrower Company or any of its Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (b) pay any indebtedness Indebtedness owed to the Borrower Company or any of its Subsidiaries, ; (cii) make loans or advances to the Borrower Company or any of its Subsidiaries or Subsidiaries; (diii) transfer any of its properties or assets to the Borrower Company or any of its Subsidiaries; (iv) grant Liens in favor of the Holders of the Notes under the Security Documents; or (v) guaranty the Notes or any renewals or refinancings thereof, except for such encumbrances or restrictions existing under or by reason of (iA) Existing Indebtedness, Indebtedness as in effect on the date of this Indenture; (iiB) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes, ; (iiiC) applicable law, ; (ivD) any instrument governing Indebtedness or Capital Interests of a Person acquired by the Borrower Company or any of its Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 the Consolidated Cash Flow of such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition was permitted by the terms of this Agreement, Indenture; (vE) by reason of customary non-restrictions on subletting or non- assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, business; (vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (d) above on the property so acquired, (viiF) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced refinanced; (G) any restrictions with respect to Capital Stock or (viii) other Indebtedness permitted to be incurred subsequent to assets, as the Restatement Effective Date case may be, of a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the provisions sale or disposition of Section 8.05 hereof, provided that all of the Capital Stock or all or substantially all of the assets of such Subsidiary; (H) encumbrances and restrictions are no more restrictive than those contained in this AgreementIndenture and the Collateral Documents arising in connection with Indebtedness permitted under Section 4.9 hereof that is secured by a Pari Passu Lien; and (I) replacements of restrictions imposed pursuant to clauses (A) through (H) that are no more restrictive than those being replaced.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (aa)(i) pay dividends or make any other distributions to the Borrower Company or any of its Restricted Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (bii) pay any indebtedness Indebtedness owed to the Borrower Company or any of its Restricted Subsidiaries, (cb) make loans or advances to the Borrower Company or any of its Restricted Subsidiaries or (dc) transfer any of its properties or assets to the Borrower Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i1) the Credit Facility or Existing Indebtedness, each as in effect on the Series A/B Issue Date, (ii2) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Notes, the Series A/B Indenture, the Series A/B Notes, the Series C/D Indenture and the Fixed Rate Senior Series C/D Notes, (iii3) applicable law, (iv4) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Restricted Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be incurred, (v5) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vi6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (dc) above on the property so acquired, (vii7) customary provisions in bona fide contracts for the sale of property or assets or (8) Permitted Refinancing Indebtedness of with respect to any Existing IndebtednessIndebtedness referred to in clauses (1) and (2) above, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced or (viii) other Indebtedness permitted to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereof, provided that such restrictions are no more restrictive than those contained in this Agreementrefinanced.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (ai)(a) pay dividends or make any other distributions to the Borrower Company or any of its Subsidiaries (1) on its Capital Interests Stock or (2) with respect to any other interest or participation in, or interest measured by, its profits, or (b) pay any indebtedness owed to the Borrower Company or any of its Subsidiaries, (cii) make loans or advances to the Borrower Company or any of its Subsidiaries or (diii) transfer any of its properties or assets to the Borrower Company or any of its Subsidiaries. However, except for such the foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of (ia) Existing IndebtednessIndebtedness as in effect on the date of this Indenture, (iib) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees Indenture and the Fixed Rate Senior Notes, (iiic) applicable law, (ivd) any instrument governing Indebtedness or Capital Interests Stock of a Person acquired by the Borrower Company or any of its Subsidiaries as in effect at the time of such Acquisition acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisitionacquisition), 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 that, in the Consolidated Cash Flow case of Indebtedness, such Person to the extent that dividends, distributions, loans, advances or transfers thereof is limited by such encumbrance or restriction on the date of acquisition is not taken into account in determining whether such acquisition Indebtedness was permitted by the terms of this AgreementIndenture to be incurred, (ve) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vif) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (diii) above on the property so acquired, (viig) any agreement for the sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition, (h) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced or refinanced, (viiii) other Liens securing Indebtedness otherwise permitted to be incurred subsequent pursuant to Section 4.12 that limit the right of the Company or any of its Subsidiaries to dispose of the assets subject to such Lien, (j) provisions with respect to the Restatement Effective Date pursuant to disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the provisions ordinary course of Section 8.05 hereof, provided that such business and (k) restrictions are no more restrictive than those contained on cash or other deposits or net worth imposed by customers under contracts entered into in this Agreementthe ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to of the Company to: (a) pay dividends or make any other distributions to the Borrower on or any in respect of its Subsidiaries (1) on its Capital Interests or (2) with respect to any other interest or participation in, or interest measured by, its profits, Stock; (b) pay any indebtedness owed to the Borrower or any of its Subsidiaries, (c) make loans or advances or pay any Indebtedness or other obligation owed to the Borrower Company or any other Restricted Subsidiary of its Subsidiaries the Company; or (dc) transfer any of its properties property or assets to the Borrower Company or any other Restricted Subsidiary of its Subsidiariesthe Company, except for such encumbrances or restrictions existing under or by reason of of: (i) Existing Indebtedness, (ii) this Agreement, the 1994 Indenture, the Subsidiary Note Guarantees and the Fixed Rate Senior Notes, (iii1) applicable law, ; (iv2) this Indenture; (3) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business; (4) any instrument governing Indebtedness or Capital Interests of a Person acquired by the Borrower or any of its Subsidiaries as in effect at the time of such Acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisition)Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property properties or assets of the Person, Person so acquired, provided that ; (5) the Consolidated Cash Flow of such Person New Credit Facility; (6) agreements existing on the Issue Date to the extent that dividends, distributions, loans, advances or transfers thereof is limited by and in the manner such encumbrance or restriction agreements are in effect on the date Issue Date; (7) restrictions on the transfer of acquisition is not taken into account in determining whether such acquisition was assets subject to any Lien permitted under this Indenture imposed by the terms holder of such Lien; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Agreement, Indenture to any Person pending the closing of such sale; (v9) any agreement or instrument governing Capital Stock of any Person that is acquired; (10) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (11) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Issue Date or permitted to be issued or incurred under this Indenture; provided that any such restrictions are ordinary and customary non-assignment provisions in leases with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business business; and consistent with past practices(13) 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 clauses (vi1) purchase money obligations for property acquired through (l2) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the ordinary course of business that impose restrictions good faith judgment of the nature described in clause Company's Board of Directors (devidenced by a Board Resolution) above on the property so acquiredwhose judgment shall be conclusively binding, (vii) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the agreements governing the Indebtedness being refinanced dividend or (viii) other Indebtedness permitted payment restrictions prior to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereofsuch amendment, provided that such restrictions are no more restrictive than those contained in this Agreementmodification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to of the Borrower to: (a) pay dividends or make any other distributions to the Borrower on or any in respect of its Subsidiaries (1) on its Capital Interests or (2) with respect to any other interest or participation in, or interest measured by, its profits, Stock; (b) pay any indebtedness owed to the Borrower or any of its Subsidiaries, (c) make loans or advances or pay any Indebtedness or other obligation owed to the Borrower or any of its Subsidiaries Borrower; or (dc) transfer any of its properties property or assets to the Borrower or any of its SubsidiariesBorrower, except except, with respect to clauses (a), (b) and (c), for such encumbrances or restrictions existing under or by reason of of: (i1) Existing Indebtedness, applicable law; (ii2) this Agreement, ; (3) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the 1994 Indenture, Borrower entered into in the Subsidiary Note Guarantees and the Fixed Rate Senior Notes, ordinary course of business; (iii) applicable law, (iv4) any instrument governing Indebtedness or Capital Interests of a Person acquired by the Borrower or any of its Subsidiaries as in effect at the time of such Acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such Acquisition)Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property properties or assets of the Person, Person so acquired; (5) the TransDigm Credit Agreement as in effect on the Closing Date and the TransDigm Indenture or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any restrictions imposed pursuant to any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary and customary with respect to syndicated bank loans or high yield debt securities, as applicable (and in each case under the Consolidated Cash Flow of such Person relevant circumstances); (6) agreements existing on the Closing Date to the extent that dividends, distributions, loans, advances or transfers thereof is limited by and in the manner such encumbrance or restriction agreements are in effect on the date Closing Date; (7) restrictions on the transfer of acquisition is not taken into account in determining whether such acquisition was assets subject to any Lien permitted under this Agreement imposed by the terms holder of such Lien; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Agreement to any Person pending the closing of such sale; (9) any agreement or instrument governing Capital Stock of any Person that is acquired; (10) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (11) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Closing Date or permitted to be issued or incurred under this Agreement, ; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (vunder the relevant circumstances); (12) customary non-assignment provisions in leases restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business business; and consistent with past practices(13) 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 clauses (vi1) purchase money obligations for property acquired through (4) and (6) through (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the ordinary course of business that impose restrictions good faith judgment of the nature described in clause Borrower’s Board of Directors (devidenced by a Board Resolution) above on the property so acquiredwhose judgment shall be conclusively binding, (vii) Permitted Refinancing Indebtedness of any Existing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the agreements governing the Indebtedness being refinanced dividend or (viii) other Indebtedness permitted payment restrictions prior to be incurred subsequent to the Restatement Effective Date pursuant to the provisions of Section 8.05 hereofsuch amendment, provided that such restrictions are no more restrictive than those contained in this Agreementmodification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.