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

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) to (a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock to the Company or any other Restricted Subsidiary, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make an Investment in the Company or any other Restricted Subsidiary or (d) transfer any of its Properties or assets to the Company or any other Restricted Subsidiary, except for such encumbrances or restrictions (i) pursuant to this Indenture, the Existing Indentures, the Credit Agreement or any agreement in effect or entered into on the Issue Date, (ii) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any other Person, or the Properties or assets of any other Person, other than the Person, or the Property or assets of the Person, so acquired, (iii) that constitute customary restrictions in leases and licenses relating to the Property covered thereby and entered into in the ordinary course of business, (iv) contained in agreements governing Indebtedness permitted to be incurred in accordance with this Indenture provided that the restrictions are not materially more restrictive in the aggregate than the restrictions contained in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in paragraph (b), the Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (except a Foreign Subsidiary) to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or in respect of its Capital Stock any other Restricted Subsidiary, (ii) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary, or (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make an Investment in the Company or any other Restricted Subsidiary or (div) transfer any of its Properties property or assets to the Company or any other Restricted Subsidiary, except for such . (b) The provisions of paragraph (a) do not apply to any encumbrances or restrictions restrictions (i) pursuant to existing on the Issue Date in the Credit Agreements, this Indenture, the Existing Indentures, the Credit Agreement Security Documents or any agreement other agreements in effect or entered into on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (ii) existing under or by reason of applicable law; (iii) existing (A) with respect to any agreement Person, or other instrument to the property or assets of a any Person, at the time the Person is acquired by the Company or any Restricted Subsidiary, or (B) with respect to any Unrestricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)it is designated or is deemed to become a Restricted Subsidiary, which encumbrance encumbrances or restriction is restrictions (1) are not applicable to any other Person, Person or the Properties property or assets of any other PersonPerson and (2) were not put in place in anticipation of such event and any extensions, other renewals, replacements or refinancings of any of the foregoing, provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Noteholders than the Personencumbrances or restrictions being extended, renewed, replaced or the Property or assets refinanced; (iv) of the Person, so acquired, type described in clause (iiia)(iv) that constitute customary restrictions in leases and licenses relating arising or agreed to the Property covered thereby and entered into in the ordinary course of businessbusiness (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease or license or (ivB) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any property or assets of, the Company or any Restricted Subsidiary; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, the Restricted Subsidiary that is permitted by Section 4.13; (vi) contained in the terms governing any Permitted Refinancing Debt, which terms are, taken as a whole, no less favorable in any material respect to the Noteholders than those contained in the agreements governing Indebtedness permitted the Debt being refinanced; or (vii) required pursuant to be incurred in accordance with this Indenture provided that the restrictions are not materially more restrictive in the aggregate than the restrictions contained in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary to: (except a Foreign Subsidiary) to (a1) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock to the Company or any other Restricted Subsidiary, (b) Subsidiary or pay any Indebtedness owed to the Company or any other Restricted Subsidiary, ; (c2) make an Investment in loans or advances to the Company or any other Restricted Subsidiary or Subsidiary; or (d3) transfer any of its Properties property or assets to the Company or any other Restricted Subsidiary; except, except in each case, for such encumbrances or restrictions existing under or by reason of: (ia) pursuant to this Indentureapplicable law, the Existing Indenturesrule, the Credit Agreement regulation or order; (b) any agreement or instrument in effect or entered into existence on the Issue Date; (c) the Notes, the Elan Note Guarantee, the Subsidiary Note Guarantees and this Indenture; (iid) customary non-assignment provisions of any agreement contract and customary provisions restricting assignment or other instrument subletting in any lease governing a leasehold interest of a Person acquired by the Company or any Restricted Subsidiary in existence at and customary restrictions imposed on the time transfer of such acquisition copyrighted, patented or trademarked materials; (but not created in contemplation thereof)e) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, Person or the Property properties or assets of the Person, so acquired, ; (iiif) a binding agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary; provided that constitute customary such restrictions in leases and licenses relating apply solely to the Property covered thereby Capital Stock or assets of such Restricted Subsidiary being sold; (g) secured Indebtedness otherwise permitted to be Incurred pursuant to Section 3.8 and Section 3.13 that limit the right of the debtor with respect to the asset securing such Indebtedness; (h) customary provisions in partnership agreements, limited liability company organizational governance documents (including, without limitation, memoranda and articles of association), joint venture, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (i) 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, ; (ivj) contained Indebtedness or other encumbrances or restrictions of a Receivables Subsidiary in agreements connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Subsidiary; (k) any other agreement governing Indebtedness permitted to be incurred in accordance with this Indenture provided entered into after the Issue Date that the contains encumbrances and restrictions that are not materially more restrictive restrictive, taken as a whole, with respect to any Restricted Subsidiary than those in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date; (l) other Indebtedness of Restricted Subsidiaries that are Subsidiary Note Guarantors in an aggregate principal amount at any one time outstanding not to exceed $175 million; and (m) any encumbrances or restrictions imposed by any amendments, amendments and restatements, supplements, modifications, extensions, renewals, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (l) above; provided that such amendments, amendments and restatements, supplements, modifications, extensions, renewals, replacements or refinancings are, in the aggregate than good faith judgment of the restrictions contained in this IndentureCompany, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable more restrictive, taken as a whole, with respect to the Holders of the Securities such encumbrances and restrictions than those under prior to such amendments, amendments and restatements, supplements, modifications, extensions, renewals, replacements or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replacedrefinancings.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) of the Company to (a) (i) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock to the Company or any Restricted Subsidiary of the Company (A) on its Capital Stock or (B) with respect to any other Restricted Subsidiaryinterest or participation in, or measured by, its profits or (bii) pay repay any Indebtedness Debt or any other obligation owed to the Company or any other Restricted SubsidiarySubsidiary of the Company, (cb) make an Investment in loans or advances or capital contributions to the Company or any other of its Restricted Subsidiary Subsidiaries or (dc) transfer any of its Properties properties or assets to the Company or any other of its Restricted SubsidiarySubsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) pursuant encumbrances or restrictions existing on the Issue Date to this Indenture, the Existing Indentures, extent and in the Credit Agreement or any agreement manner such encumbrances and restrictions are in effect or entered into on the Issue Date, (ii) encumbrances or restrictions in the Credit Facilities, (iii) this Indenture, the Notes and any agreement or other Guarantees, (iv) applicable law, (v) any instrument of a Person acquired by the Company or any Restricted Subsidiary governing Acquired Debt as in existence effect at the time of such acquisition (but not created in contemplation thereof)acquisition, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, Person or the Property property or assets of the Person (including any Subsidiary of the Person), so acquired, (iiivi) customary non-assignment provisions in leases or other agreements entered in the ordinary course of business and consistent with past practices, (vii) Refinancing Debt; provided that such restrictions are not on the whole materially more restrictive than those contained in the agreements governing the Debt being extended, refinanced, renewed, replaced, defeased or refunded, (viii) restrictions in security agreements or mortgages securing Debt of the Company or a Restricted Subsidiary only to the extent such restrictions restrict the transfer of the property subject to such security agreements and mortgages, (ix) restrictions with respect to a Restricted Subsidiary of the Company 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 to be consummated in accordance with the terms of this Indenture solely in respect of the Capital Stock or assets to be sold or disposed of, (x) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c)(viii) of this Section 4.12 on the property so acquired, (xi) any agreement for the sale of assets (including any Asset Sale) that constitute customary restrictions restricts transfers of such assets pending their sale, (xii) secured Debt otherwise permitted to be incurred pursuant to the provisions of the covenant described above under Section 4.08 that limits the right of the debtor to dispose of the assets securing such Debt, (xiii) any encumbrance or restriction contained in leases Purchase Money Debt to the extent that such encumbrance or restriction (A) only restricts the transfer of the Property financed with such Purchase Money Debt and licenses relating (B) solely relates to the Property covered thereby and financed with such Purchase Money Debt, or (xiv) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (iv) contained in agreements governing Indebtedness permitted to be incurred in accordance with this Indenture provided that the restrictions are not materially more restrictive in the aggregate than the restrictions contained in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to: (except a Foreign Subsidiary) to (a1) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock Stock; (2) make loans or advances or to the Company or any other Restricted Subsidiary, (b) pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, Subsidiary of the Company; or (c) make an Investment in the Company or any other Restricted Subsidiary or (d3) transfer any of its Properties property or assets to the Company or any other Restricted SubsidiarySubsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (ia) pursuant to applicable law, rule or regulation; (b) this Indenture, Indenture and the Existing Indentures, the Credit Agreement Collateral Agreements; (c) customary non-assignment provisions of any lease or any agreement in effect or entered into on the Issue Date, (ii) any agreement or other instrument license of a Person acquired by the Company or any Restricted Subsidiary in existence at of the time Company to the extent such provisions restrict the transfer of such acquisition the lease or license or the property leased or licensed thereunder; (but not created in contemplation thereof)d) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, Person or the Property properties or assets of the Person, Person so acquired, ; (iiie) that constitute customary restrictions in leases the Credit Agreement (and licenses relating all replacements or substitutions thereof on terms no more adverse to the Property covered thereby Holders and no less favorable or more onerous to the Company and its Restricted Subsidiaries) and the Floating Rate Note Indenture; (f) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date (and all replacements or substitutions thereof on terms no more adverse to the Holders and no less favorable or more onerous to the Company and its Restricted Subsidiaries); (g) restrictions on the transfer of assets subject to any Lien permitted under this Indenture; (h) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (i) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business, ; (ivj) contained in agreements governing Indebtedness permitted to be incurred in accordance with this Indenture provided that the restrictions are not materially more restrictive in the aggregate than the restrictions contained in the terms of the Purchase Money Indebtedness or Capitalized Lease Obligations not incurred in violation of this Indenture; provided, or that such restrictions relate only to the assets financed with such Indebtedness; (vk) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in other Indebtedness incurred in compliance with Section 4.08; provided that such restrictions, taken as a whole, are, in the foregoing good faith judgment of the Company’s Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clauses (ib), (iie) and (f) above; (l) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business; (m) restrictions on the ability of any Foreign Restricted Subsidiary to make dividends or other distributions resulting from the operation of covenants contained in documentation governing Indebtedness of such Subsidiary permitted under this Indenture; or (n) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (b), (iiid), (e) and or (ivf) provided above; provided, however, that the terms and conditions of provisions relating to such encumbrance or restriction contained in any such restrictions Indebtedness are not materially no less favorable to the Holders Company in any material respect as determined by the Board of Directors of the Securities Company in their reasonable and good faith judgment than those under the provisions relating to such encumbrance or pursuant restriction contained in agreements referred to the agreement evidencing the Indebtedness so extendedin such clause (b), renewed(d), refinanced (e) or replaced(f).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in paragraph (b), the Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (except a Foreign Subsidiary) to (a1) pay dividends, in cash or otherwise, dividends or make any other distributions on its Equity Interests to the Company or in respect of its Capital Stock any Restricted Subsidiary, (2) pay any Debt owed to the Company or any other Restricted Subsidiary, (3) make loans or advances to the Company or any other Restricted Subsidiary, or (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make an Investment in the Company or any other Restricted Subsidiary or (d4) transfer any of its Properties property or assets to the Company or any other Restricted Subsidiary. (b) The provisions of paragraph (a) do not apply to any encumbrances or restrictions (1) existing on the Issue Date in the Credit Agreement, except for such the Transaction Documents or any other agreements in effect on the Issue Date, and any amendments, modifications, restatements, extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the amendment, modification, restatement, extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Noteholders than the encumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced; (i2) existing pursuant to this Indenture, the Existing IndenturesNotes, the Credit Agreement Exchange Notes or the Note Guaranty (and any agreement in effect Additional Notes and related Note Guarantees); (3) existing under or entered into on the Issue Dateby reason of applicable law, rule, regulation, approval, license, permit or order; (ii4) existing under any agreements or other instruments of, or with respect to: (A) any agreement Person, or other instrument the property or assets of a any Person, at the time the Person or property or assets of such Person is acquired by the Company or any Restricted Subsidiary, or (B) any Unrestricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)it is designated or is deemed to become a Restricted Subsidiary, which encumbrance encumbrances or restriction is restrictions (i) are not applicable to any other Person, Person or the Properties property or assets of any other PersonPerson and (ii) were not put in place in anticipation of such event and any amendments, other modifications, restatements, extensions, renewals, replacements or refinancings of any of the foregoing, provided that the encumbrances and restrictions in the amendment, modification, restatement, extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Noteholders than the Personencumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced; (5) of the type described in clause (a)(4) arising or agreed to (i) in the ordinary course of business that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or similar contract, including with respect to intellectual property, (ii) that restrict in a customary manner, pursuant to provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements, the transfer of ownership interests in, or the Property assets of, such partnership, limited liability company, joint venture or assets of the Person, so acquired, similar Person or (iii) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any property or assets of, the Company or any Restricted Subsidiary; (6) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that constitute customary has been entered into for the sale or disposition of the Capital Stock of, or property and assets of, the Restricted Subsidiary pending closing of such sale or disposition that is permitted by this Indenture; (7) existing pursuant to Permitted Refinancing Debt; provided that the encumbrances and restrictions contained in leases and licenses relating the agreements governing such Permitted Refinancing Debt are, taken as a whole, no less favorable in any material respect to the Property covered thereby and entered into Noteholders than those contained in the agreements governing the Debt being refinanced; (8) consisting of restrictions on cash or other deposits or net worth imposed by customers, lessors, suppliers or required by insurance surety bonding companies, in each case, in the ordinary course of business; (9) existing pursuant to purchase money obligations for property acquired in the ordinary course of business and Capital Leases or operating leases that impose encumbrances or restrictions discussed in clause (a)(4) above on the property so acquired or covered thereby; (10) existing pursuant to any Debt Incurred by, or other agreement of, a Foreign Subsidiary or Restricted Subsidiary which is not a Guarantor, which restrictions are customary for a financing or agreement of such type; (iv11) contained existing pursuant to customary provisions in joint venture, operating or similar agreements, asset sale agreements, Sale and Leaseback Transactions and stock sale agreements governing Indebtedness required in connection with the entering into of such transaction; (12) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary; (13) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to or entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property of such Unrestricted Subsidiary; (14) any customary restrictions in respect of assets or contract rights acquired by a Restricted Subsidiary in connection with a Sale and Leaseback Transaction; or (15) existing pursuant to any agreement or instrument relating to any Debt permitted to be incurred in accordance with this Indenture provided that Incurred subsequent to the restrictions are not materially more restrictive in Issue Date by Section 4.06 (A) if the aggregate than the encumbrance and restrictions contained in this Indentureany such agreement or instrument are, taken as a whole, no less favorable in any material respect to the Noteholders than the encumbrances and restrictions contained in the Credit Agreement in effect as of the Issue Date (as determined in good faith by the Company) or (vB) existing under such encumbrance or restriction is, taken as a whole, no less favorable in any agreement that extends, renews, refinances or replaces material respect to the Noteholders than is customary in comparable financings (as determined in whole or in part, and whether or not such prior agreements remain outstanding) good faith by the agreements containing the restrictions in the foregoing clauses (i), (ii), (iiiCompany) and (iv) provided the Company determines in good faith that the terms and conditions of any such restrictions are encumbrance or restriction will not materially less favorable affect the Company’s ability to make principal or interest payments on the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replacedNotes as and when they become due.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of the Restricted Subsidiary Subsidiaries of the Company to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary (except a Foreign Subsidiary) to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock Stock, or pay any Indebtedness owed, to the Company or any other of its Restricted SubsidiarySubsidiaries, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (cii) make an any Investment in the Company or any other of its Restricted Subsidiary or Subsidiaries, (diii) transfer any of its Properties properties or assets to the Company or any other of its Restricted SubsidiarySubsidiaries or (iv) guarantee any Indebtedness of the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (iA) applicable law, (B) any instrument governing Acquired Indebtedness permitted to be incurred under Section 4.9 which encumbrances or restrictions are not applicable to any Person or the properties or assets of any Person, other than the Person so acquired or its Subsidiaries, or the property or assets of the Person so acquired or its Subsidiaries, (C) any restrictions existing under agreements in effect on the Initial Issuance Date, (D) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; provided, that such disposition is permitted pursuant to Section 4.10, (E) any agreement governing Indebtedness otherwise permitted under this Indenture restricting the sale or other disposition of property securing such Indebtedness if such agreement does not expressly restrict the ability of a Restricted Subsidiary to pay dividends or to make distributions, loans or advances, (F) the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant to Section 4.9 and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock), (G) this Indenture, the Existing Indentures, (H) the Credit Agreement or any agreement in effect or entered into on the Issue DateFacility and other Senior Indebtedness, (iiI) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and the like, (J) in the case of clause (iii) above, agreements (1) that restrict in a customary manner the subletting, pledging, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, or (2) existing by virtue of any transfer of, agreement to transfer, option or other instrument right with respect to, or Lien on, any property or assets of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any other Person, or the Properties or assets of any other Person, other than the Person, or the Property or assets of the Person, so acquired, (iii) that constitute customary restrictions in leases and licenses relating to the Property covered thereby and entered into in the ordinary course of business, (iv) contained in agreements governing Indebtedness permitted to be incurred in accordance with this Indenture provided that the restrictions are not materially more restrictive in the aggregate than the restrictions contained in otherwise prohibited by this Indenture, including, without limitation, transfer restrictions on any specific properties or assets that are subject to a sale agreement otherwise permitted pursuant Section 4.10, (vK) existing under any agreement that extends, renews, which refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) any of the agreements containing the restrictions in the foregoing clauses (i)preceding clauses; provided, (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable to the Holders than those contained in the agreements refinanced or replaced or (L) any instrument governing Indebtedness of the Securities Company that is (1) pari passu with the Notes and (2) otherwise permitted under this Indenture; provided that the terms and conditions of any such restrictions are not materially more restrictive than those contained in this Indenture. Nothing contained in this Section 4.8 shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 or pursuant to (2) restricting the agreement evidencing sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness so extended, renewed, refinanced of the Company or replacedany of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) to (ai)(a) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other Restricted Subsidiaryinterest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company or any other of its Restricted SubsidiarySubsidiaries, (cii) make an Investment in loans or advances to the Company or any other of its Restricted Subsidiary Subsidiaries or (diii) transfer 57 any of its Properties properties or assets to the Company or any other of its Restricted SubsidiarySubsidiaries, except for such encumbrances or restrictions existing under or by reason of (ia) pursuant to this Existing Indebtedness as in effect on the date of the Indenture, (b) the Existing Indentures, the Credit Agreement or any agreement in effect or entered into on the Issue DateIndenture, (iic) applicable law or state insurance regulations, (d) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary Subsidiaries as in existence effect at the time of such acquisition (but not created except to the extent such Indebtedness was incurred in connection with or in contemplation thereofof such acquisition or in violation of the covenant described in Section 3.09), which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the PersonPerson (including its Subsidiaries), or the Property property or assets of the PersonPerson (including its Subsidiaries), so acquired, (iii) provided that constitute customary restrictions the Consolidated EBITDA of such Person is not taken into account in leases and licenses relating determining whether such acquisition was permitted by the terms of the Indenture except to the Property covered thereby and entered into extent that such Consolidated EBITDA would be permitted to be dividended to the Company without the prior consent or approval of any third party, (e) any operating lease or capital lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person, (f) purchase money obligations for property acquired in the ordinary course of businessbusiness that impose restrictions of the nature described in clause (iii) above on the property so acquired, (ivg) contained in agreements governing Indebtedness permitted to be incurred in accordance with this Indenture Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive than those contained in the aggregate agreements governing the Indebtedness being refinanced, or (h) the Credit Agreement and related docu mentation as the same is in effect on the date of the Indenture and as amended or replaced from time to time, provided that no such amendment or replacement is more restrictive as to the matters enumerated above than the restrictions Credit Agreement and related documentation as in effect on the date of the Indenture. Nothing contained in this Indenture, paragraph shall prevent the Company or (v) existing under any Restricted Subsidiary from entering into any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions resulting in the foregoing clauses (i), (ii), (iii) and (iv) provided that incurrence of Liens otherwise permitted under the terms and conditions provisions of any such restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replacedSection 3.11.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall (a) Except as provided in paragraph (b) below, the Borrower will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: (except a Foreign Subsidiary) to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock to the Company Borrower or any other Restricted Subsidiary, (b) Subsidiary or pay any Indebtedness owed to the Company Borrower or any other Restricted Subsidiary, ; (cii) make an Investment in loans or advances to the Company Borrower or any other Restricted Subsidiary or Subsidiary; or (diii) transfer any of its Properties property or assets to the Company Borrower or any other Restricted Subsidiary, except for such . (b) Paragraph (a) above will not apply to encumbrances or restrictions existing under or by reason of: (i) pursuant to this Indenture, the Existing Indentures, the Credit Agreement or any agreement in effect or entered into on the Issue Date, applicable law; (ii) this Agreement; (iii) any agreement encumbrances or other instrument restrictions in effect as of the Effective Date and any encumbrances or restrictions contained in extensions, refinancings, renewals or replacements of any Indebtedness outstanding on the Effective Date that are not materially more restrictive than those in existence on the Effective Date; (iv) customary non-assignment provisions of any contract and customary provisions restricting assignment or subletting in any lease governing a leasehold interest of any Restricted Subsidiary, or any customary restriction on the ability of a Person acquired by the Company or any Restricted Subsidiary to dividend, distribute or otherwise transfer any asset which secures Indebtedness secured by a Lien, in existence at each case permitted to be Incurred under this Agreement; (v) any instrument governing Acquired Indebtedness not Incurred in connection with, or in anticipation or contemplation of, the time of such acquisition (but not created in contemplation thereof)relevant acquisition, merger or consolidation, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, Person or the Property properties or assets of the Person, Person so acquired; (vi) restrictions with respect to a Restricted Subsidiary of the Borrower imposed pursuant to a binding agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold; (iiivii) that constitute customary restrictions imposed on the transfer of copyrighted or patented materials; (viii) arising in leases connection with the Incurrence of Indebtedness of a Guarantor after the Effective Date; provided, that such encumbrances or restrictions (1) relate solely to such Guarantor, are required in order to effect such financing and licenses relating are not more restrictive on the ability of such Guarantor to make the payments, distributions, loans, advances or transfers referred to above than necessarily and customarily accepted and (2) the proposed encumbrances or restrictions, taken together with other encumbrances or restrictions on the payments, distributions, loans, advances or transfers referred to above in effect with respect to Restricted Subsidiaries, do not prevent the Restricted Subsidiaries of the Borrower from making distributions to the Property covered thereby Borrower sufficient to pay amounts payable in respect of its Indebtedness due during the 12 month period immediately following the Incurrence of such Indebtedness; (ix) arising in connection with the Incurrence of Indebtedness by a Permitted Joint Venture after the Effective Date, provided, that such encumbrances or restrictions are required in order to effect such financing and are not more restrictive on the ability of the applicable Permitted Joint Venture to make the payments, distributions, loans, advances or transfers referred to above than necessarily and customarily accepted; or (x) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, (iv) contained in agreements governing Indebtedness permitted to be incurred in accordance business consistent with this Indenture provided that the restrictions are not materially more restrictive in the aggregate than the restrictions past practice. Nothing contained in this IndentureSection 5.09 shall prevent the Borrower or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted by Section 5.10 or (v2) existing under any agreement that extends, renews, refinances restricting the sale or replaces (in whole other disposition of property or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable to the Holders assets of the Securities than those under Borrower or pursuant to the agreement evidencing the any of its Restricted Subsidiaries that secure Indebtedness so extended, renewed, refinanced or replacedprovided such restriction is otherwise permitted by Section 5.10.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in paragraph (b), the Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (except a Foreign Subsidiary) to (a1) pay dividends, in cash or otherwise, dividends or make any other distributions on its Equity Interests to the Issuers or in respect of its Capital Stock any Restricted Subsidiary, (2) pay any Debt owed to the Company or any other Restricted Subsidiary, (3) make loans or advances to the Company or any other Restricted Subsidiary, or (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make an Investment in the Company or any other Restricted Subsidiary or (d4) transfer any of its Properties property or assets to the Company or any other Restricted Subsidiary. (b) The provisions of paragraph (a) do not apply to any encumbrances or restrictions (1) existing on the Issue Date in the Credit Agreement, except for such this Indenture or any other agreements in effect on the Issue Date, and any amendments, modifications, restatements, extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the amendment, modification, restatement, extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Noteholders than the encumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced; (i2) existing pursuant to this Indenture, the Existing IndenturesNotes or the Note Guaranty; (3) existing under or by reason of applicable law, the Credit Agreement rule, regulation or order; (4) existing under any agreement in effect agreements or entered into on the Issue Dateother instruments of, or with respect to (iiA) any agreement Person, or other instrument the property or assets of a any Person, at the time the Person is acquired by the Company or any Restricted Subsidiary, or (B) any Unrestricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)it is designated or is deemed to become a Restricted Subsidiary, which encumbrance encumbrances or restriction is restrictions (i) are not applicable to any other Person, Person or the Properties property or assets of any other PersonPerson and (ii) were not put in place in anticipation of such event and any amendments, other modifications, restatements, extensions, renewals, replacements or refinancings of any of the foregoing, provided that the encumbrances and restrictions in the amendment, modification, restatement, extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Noteholders than the Personencumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced; (5) of the type described in clause (a)(4) arising or agreed to (i) in the ordinary course of business that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or similar contract, including with respect to intellectual property, (ii) that restrict in a customary manner, pursuant to provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements, the transfer of ownership interests in, or the Property assets of, such partnership, limited liability company, joint venture or assets of the Person, so acquired, similar Person or (iii) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any property or assets of, the Company or any Restricted Subsidiary; (6) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that constitute has been entered into for the sale or disposition of the Capital Stock of, or property and assets of, the Restricted Subsidiary pending closing of such sale or disposition that is permitted by this Indenture; (7) consisting of customary restrictions pursuant to any Permitted Receivables Financing; (8) existing pursuant to Permitted Refinancing Debt; provided that the encumbrances and restrictions contained in leases and licenses relating the agreements governing such Permitted Refinancing Debt are, taken as a whole, no less favorable in any material respect to the Property covered thereby and entered into Noteholders than those contained in the agreements governing the Debt being refinanced; (9) consisting of restrictions on cash or other deposits or net worth imposed by customers, suppliers or required by insurance surety bonding companies, in each case, in the ordinary course of business; (10) existing pursuant to purchase money obligations for property acquired in the ordinary course of business and Capital Leases or operating leases or Specified Coal Agreements or Mining Leases that impose encumbrances or restrictions discussed in clause (a)(4) above on the property so acquired or covered thereby; (11) existing pursuant to any Debt Incurred by, or other agreement of, a Foreign Subsidiary, which restrictions are customary for a financing or agreement of such type; (iv12) contained existing pursuant to customary provisions in joint venture, operating or similar agreements, asset sale agreements governing Indebtedness and stock sale agreements required in connection with the entering into of such transaction; or (13) existing pursuant to any agreement or instrument relating to any Debt permitted to be incurred in accordance with this Indenture provided that Incurred subsequent to the restrictions are not materially more restrictive in Issue Date by Section 4.06 (A) if the aggregate than the encumbrance and restrictions contained in this Indentureany such agreement or instrument are, taken as a whole, no less favorable in any material respect to the Noteholders than the encumbrances and restrictions contained in the Credit Agreement in effect as of the Issue Date (as determined in good faith by the Company) or (vB) existing under such encumbrance or restriction is, taken as a whole, no less favorable in any agreement that extends, renews, refinances or replaces material respect to the Noteholders than is customary in comparable financings (as determined in whole or in part, and whether or not such prior agreements remain outstanding) good faith by the agreements containing the restrictions in the foregoing clauses (i), (ii), (iiiCompany) and (iv) provided the Company determines in good faith that the terms and conditions of any such restrictions are encumbrance or restriction will not materially less favorable affect the Company’s ability to make principal or interest payments on the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replacedNotes as and when they become due.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) to to: (a) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock to the Company or any other Restricted Subsidiary, Stock; (b) make loans or advances to or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, Subsidiary of the Company; or (c) make an Investment in the Company or any other Restricted Subsidiary or (d) transfer any of its Properties property or assets to the Company or any other Restricted SubsidiarySubsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (i1) pursuant to applicable law and agreements with governmental authorities; (2) the Securities, this Indenture, the Existing Indentures, the Credit Agreement Indenture or any agreement in effect Guarantee; (A) customary provisions restricting (1) the subletting or entered into on assignment of or under any lease or (2) the Issue Datetransfer of copyrighted or patented materials, (iiB) provisions in agreements that restrict the assignment or other transfer of such agreements (or property that is the subject thereof) or rights thereunder or (C) provisions of a customary nature contained in the terms of Capital Stock restricting the payment of dividends and the making of distributions on Capital Stock; (4) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than (a) the Person, Person or the Property properties or assets of the Person so acquired (including the Capital Stock of such Person), or (b) any Restricted Subsidiary having no assets other than (i) the Person or the properties or assets of the Person so acquiredacquired (including the Capital Stock of such Person) and (ii) other assets having a fair market value not in excess of $2.5 million, and, in each case, the monetary proceeds thereof; (5) any agreement or instrument (A) in effect at or entered into on the Issue Date, (iiiB) governing Senior Debt, including the Credit Agreement or (C) governing Indebtedness of any Restricted Subsidiary (other than the Issuer) that constitute is not a Guarantor; (6) any agreement or instrument governing Indebtedness incurred pursuant to clause (9) or (13) of the definition of Permitted Indebtedness; (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture; (8) restrictions imposed by any agreement to sell assets not in violation of this Indenture to any Person pending the closing of such sale; (9) customary restrictions in leases and licenses relating rights of first refusal with respect to the Property covered thereby Company’s and its Restricted Subsidiaries’ interests in their respective Restricted Subsidiaries (other than Wholly Owned Restricted Subsidiaries) and joint ventures; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) customary provisions in joint venture agreements and other similar agreements, applicable to joint ventures not prohibited hereunder; (iv12) customary provisions contained in agreements governing leases, licenses and other agreements, including with respect to intellectual property, in each case, entered into in the ordinary course of business; (13) Indebtedness of a Person that was a Restricted Subsidiary at the time of incurrence and the incurrence of which Indebtedness is permitted to be incurred in accordance with this Indenture by Section 4.04; provided that such encumbrances and restrictions apply only to such Restricted Subsidiary and its assets; and provided, further, that the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions are would not materially more restrictive singly or in the aggregate than have a materially adverse effect on the ability of the Issuer to make payments on the Securities; (14) the subordination of any Indebtedness owed by the Company or any of its Restricted Subsidiaries to the Company or any other Restricted Subsidiary to any other Indebtedness of the Company or any of its Restricted Subsidiaries; provided that (A) such other Indebtedness is permitted under this Indenture and (B) the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions contained in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole would not singly or in partthe aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities; or (15) an agreement effecting a refinancing, and whether replacement or not such prior agreements remain outstanding) the agreements containing the restrictions substitution of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in the foregoing clauses (i2), (ii)4) or (5) above or any other agreement evidencing Indebtedness permitted under this Indenture; provided, (iii) and (iv) provided however, that the terms and conditions of provisions relating to such encumbrance or restriction contained in any such restrictions refinancing, replacement or substitution agreement or any such other agreement (a) are not materially less favorable to the Holders Company in any material respect as determined by the Company in good faith than the provisions of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, being refinanced or replaced(b) would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall Garden State will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) of Garden State to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock or pay any Debt owed to the Company Garden State or any other a Restricted SubsidiarySubsidiary of Garden State, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (cii) make an Investment in the Company loans or any other advances to Garden State or a Restricted Subsidiary of Garden State or (diii) transfer any of its Properties properties or assets to the Company or any other Restricted SubsidiaryGarden State, except for such encumbrances or restrictions existing under or by reason of (iA) pursuant to this Indenture, the Existing Indentures, the Credit Agreement applicable law or any agreement provisions in effect or entered into on the Issue Date, (iiB) the Indenture, (C) agreements existing on the Issue Date, (D) the Garden State Credit Facility, the Senior Subordinated Secured Notes or the Notes, (E) customary non-assignment provisions of any lease governing a leasehold interest of Garden State or a Restricted Subsidiary of Garden State (F) any agreement instrument governing or other instrument evidencing Acquired Debt of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)acquisition, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, or the Property or assets of the Person, Person so acquired, (iii) PROVIDED that constitute customary restrictions such Debt, and such encumbrance or restriction, is not incurred in leases and licenses relating to the Property covered thereby and entered into connection with, or in the ordinary course of businesscontemplation of, such acquisition, (ivG) any encumbrances or restrictions contained in agreements any Debt governing Indebtedness permitted to be incurred any refinancings of the Debt described in accordance with this Indenture clause (C), provided that the restrictions are not materially more restrictive in the aggregate than the encumbrances and restrictions contained in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions refinancing agreement or amendment, supplement or other modification are not materially less favorable to the Holders of the Securities Noteholders than those under encumbrances and restrictions contained in such agreements or pursuant to the agreement evidencing the Indebtedness so extended(H) customary restrictions on such loans, renewed, refinanced advances or replacedtransfers contained in agreements governing Permitted Investments.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) to (a) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other Restricted Subsidiaryinterest or participation in, or measured by, its profits, (b) pay any Indebtedness indebtedness owed to the Company or any other Restricted Subsidiaryof its Subsidiaries, (c) make an Investment in loans or advances or pay any indebtedness owed to the Company or any other Restricted Subsidiary of its Subsidiaries or (d) transfer any of its Properties property or assets to the Company or any other Restricted Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i1) pursuant to Existing Indebtedness as in effect on the date of this Indenture, (2) this Indenture, the Existing Indentures, Notes and the Credit Agreement or any agreement in effect or entered into on the Issue DateGuarantees, (ii3) applicable law, (4) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary Subsidiaries as in existence effect at the time of such acquisition (but not created except to the extent such Indebtedness was incurred in connection with or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, or the Property property or assets of the Person, so acquired, (iii5) that constitute customary restrictions nonassignment provisions in leases and licenses relating to the Property covered thereby and contracts entered into in the ordinary course of business, (iv6) 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, (7) any restriction or encumbrance contained in agreements governing contracts for sale of assets permitted by Section 4.15 in respect of the assets being sold pursuant to such contracts, (8) Indebtedness permitted to be incurred or other contractual requirements of a Receivables Subsidiary in accordance connection with this Indenture a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary, (9) restrictions on the transfer of assets subject to any Lien permitted under this Inden- ture imposed by the holder of such Lien, (10) Refinancing Indebtedness; provided, however, that the provisions relating to such restrictions contained -------- ------- in such Refinancing Indebtedness are not materially more restrictive in the aggregate than the restrictions contained in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable to the Holders Company in any material respect as determined by the Board of Directors of the Securities Company than those under the provisions relating to such restrictions contained in the agreements referred to in clause (a), (b), (c) or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced(d) above.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any consensual encumbrance or restriction of (other than pursuant to this Indenture or any kind law, rule, regulation or order) on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock Interests to the Company or any other Restricted Subsidiary, (b) Guarantor or pay any Indebtedness owed to the Company or any other Restricted SubsidiaryGuarantor, (cii) make an Investment in loans or advances to the Company or any other Restricted Subsidiary Guarantor or (diii) transfer any of its Properties property or assets to the Company or any other Restricted SubsidiaryGuarantor. However, except for such the preceding restrictions will not apply to the following encumbrances or restrictions existing under or by reason of: (ia) pursuant to this Indenture, the Existing Indentures, the Credit Agreement any encumbrance or any agreement restriction in effect or entered into existence on the Issue Date, including those under the Credit Agreement, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, in the good faith judgment of the Company, are no more restrictive in any material respect, taken as a whole, with respect to such dividend or other payment restrictions than those contained in these agreements on the Issue Date or refinancings thereof; (iib) any agreement encumbrance or other instrument of a Person restriction which exists with respect to an acquired by the Company or any Restricted Subsidiary property in existence at the time of such acquisition pursuant to an agreement, so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof); (c) any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary or merges or amalgamates with or into a Restricted Subsidiary of the Company on or after the Issue Date, which is in existence at the time such Person becomes a Restricted Subsidiary, but not created in contemplation thereof)connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which encumbrance or restriction is not applicable to any other Person, Person or the Properties property or assets of any other Person, Person other than the Person, such Person or the Property property or assets of such Person becoming a Restricted Subsidiary; (d) any encumbrance or restriction under the Personterms of Refinancing Indebtedness Incurred to renew, refund, replace, refinance or extend any agreement containing any encumbrance or restriction referred to in the foregoing clauses (a) through (c), so acquired, (iii) that constitute customary long as the encumbrances and restrictions contained in leases and licenses relating any such Refinancing Indebtedness are no less favorable in any material respect to the Property covered thereby Holders than the encumbrances and restrictions contained in the agreements governing the Indebtedness being renewed, refunded, replaced, refinanced, or extended, in the good faith judgment of the Company; (e) customary provisions restricting subletting or assignment of any lease, contract, or license of the Company or any Restricted Subsidiary or any rights thereunder; (f) any encumbrance or restriction by reason of applicable law, rule, regulation or order; (g) any encumbrance or restriction under this Indenture, the Notes and the Note Guarantees; (h) any encumbrance or restriction under a contract for the sale or other disposition of assets or Capital Interests, including, without limitation, any agreement for the sale or other disposition of a Subsidiary, that restricts distributions of the applicable assets or Capital Interests to be issued or sold, or of any assets of a Subsidiary to be sold, pending such sale or other disposition; (i) restrictions on cash and other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (j) customary provisions with respect to the disposition or distribution of property or assets in joint venture agreements, asset sale agreements, stock sale agreements (iv) contained in agreements governing Indebtedness permitted to be incurred in accordance with this Indenture provided that the restrictions are not materially more restrictive in the aggregate than the restrictions contained in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (iincluding underwriting agreements), sale leaseback agreements and other similar agreements; (ii), (iiik) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable restriction with respect to the Holders Company or a Restricted Subsidiary (or any of the Securities than those under its property or pursuant to the agreement evidencing the Indebtedness so extendedassets) imposed by customary provisions in Hedging Obligations or Swap Contracts, renewedin each case, refinanced or replaced.not entered into for speculative purposes;

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (except a Foreign Subsidiary) to (a1) pay dividends, in cash or otherwise, dividends or make any other distributions distribution on or in respect of its Capital Stock to the Company or any other Restricted Subsidiary, interest or participation in or measured by its profits, (b2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, , (c3) make an any Investment in the Company or any other Wholly Owned Restricted Subsidiary or Subsidiary, or (d4) transfer any of its Properties properties or assets to the Company or any other Wholly Owned Restricted Subsidiary. However, except for such encumbrances this covenant will not prohibit any encumbrance or restrictions restriction (ia) pursuant to this Indenturean agreement, the Existing Indenturesor otherwise effective, the Credit Agreement or any agreement in effect or entered into on the Issue Date; (b) with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the Issue Date, (ii) any agreement in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or other instrument of in contemplation of, such Person becoming a Person acquired by Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary(ies) which is (are) becoming a Restricted Subsidiary(ies); (c) contained in existence any Acquired Indebtedness or other agreement of an entity or related to assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiary so long as such encumbrance or restriction was not entered into in contemplation of the acquisition, merger or consolidation transaction; (d) customary provisions contained in an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary; provided, however, that the restrictions are applicable only to such Restricted Subsidiary or assets; (e) any encumbrance or restriction existing under or by reason of applicable law, including any applicable laws governing Restricted Subsidiaries of the Company which underwrite and/or reinsure insurance products; (f) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any Restricted Subsidiary; (g) covenants in franchise agreements and/or framework agreements with Manufacturers customary for franchise agreements and/or framework agreements in the automobile retailing industry; (h) any encumbrances or restrictions in security agreements securing Indebtedness (other than Subordinated Indebtedness) of a Restricted Subsidiary permitted to be incurred under this Indenture (including any Vehicle Inventory Indebtedness) (to the extent that such Liens are otherwise incurred in accordance with the provisions of Section 4.12) that restrict the transfer of property subject to such agreements, provided that any such encumbrance or restriction is released to the extent the underlying Lien is released or the related Indebtedness is repaid; (i) imposed by the Notes, the Indenture and the Guarantees; (j) created under or by reason of any other Indebtedness of the Company or any Restricted Subsidiary permitted under the Indenture to be incurred; provided that any such Indebtedness incurred after the date of the Indenture does not materially adversely affect the Company’s ability to make anticipated payments of principal, premium and interest on the Indebtedness of the Company and its Restricted Subsidiaries including, without limitation, the Notes (as determined at the time of incurrence of such acquisition Indebtedness in good faith by the Company); (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any other Person, or the Properties or assets of any other Person, other than the Person, or the Property or assets of the Person, so acquired, (iii) that constitute customary restrictions in leases and licenses relating to the Property covered thereby and entered into in the ordinary course of business, (ivk) contained in agreements governing Indebtedness contracts for sales of Capital Stock or assets permitted by Section 4.10 with respect to the assets or Capital Stock to be incurred sold pursuant to such contract or in accordance customary merger or acquisition agreements (or any option to enter into such contract) for the purchase or acquisition of Capital Stock or assets or any of the Company’s Subsidiaries by another Person; (1) arising by reason of customary non-assignment provisions in agreements; (m) with this Indenture respect to Vehicles Receivables Financing, provided that the such encumbrances or restrictions are not materially more restrictive customarily required in the aggregate than the restrictions contained in this Indenture, or such Vehicles Receivables Financing; and (vn) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the encumbrances or restrictions in the foregoing clauses paragraphs (ia) through (h), or in this clause (iin), (iii) and (iv) provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities no more restrictive in any material respect than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall (a) Except as provided in paragraph (b), the Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (except a Foreign Subsidiary) to (a1) pay dividends, in cash or otherwise, dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Issuer or in respect of its Capital Stock any other Restricted Subsidiary, (2) pay any Debt or other obligation owed to the Company Issuer or any other Restricted Subsidiary, (3) make loans or advances to the Issuer or any other Restricted Subsidiary, or (b4) pay transfer any Indebtedness owed of its property or assets to the Company Issuer or any other Restricted Subsidiary, . (cb) make an Investment The provisions of Section 4.07(a) hereof do not apply to any encumbrances or restrictions (1) existing in the Company Credit Agreement, this Indenture or any other Restricted Subsidiary agreements in effect on the Issue Date, and any amendments, supplements, modifications, extensions, renewals, replacements or (d) transfer refinancings of any of the foregoing; provided that the encumbrances and restrictions in the amendment, modification, extension, renewal, replacement or refinancing (other than an amendment, supplement or modification of this Indenture in accordance with its Properties terms) are no more restrictive, taken as a whole, in the good faith judgment of the Issuer, than the encumbrances or restrictions being amended, supplemented, modified, extended, renewed, replaced or refinanced; (2) existing under or by reason of applicable law, rule, regulation or order; (3) existing (A) under any agreement or instrument (including those governing Debt (including Acquired Debt) or Capital Stock) of any Person, or otherwise with respect to any Person, or to the property or assets to of any Person, at the Company time the Person is acquired by the Issuer or any other Restricted Subsidiary, except for such or (B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions (i) are not applicable to any other Person or the property or assets of any other Person and (ii) were not put in place in anticipation of or to provide all or any of the credit support utilized to consummate such transaction or series of transactions such event and any amendments, supplements, modifications, extensions, renewals, replacements or refinancings of any of the foregoing, provided the encumbrances and restrictions in the amendment, supplement, modification, extension, renewal, replacement or refinancing are no more restrictive, taken as a whole, in any material respect, in the good faith judgment of the Issuer, than the encumbrances or restrictions being amended, supplemented, modified, extended, renewed, replaced or refinanced; (4) of the type described in clause (4) of this Section 4.07(a) arising or agreed to in the ordinary course of business (i) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease or license or (ii) by virtue of any Lien on, or agreement to transfer, option or similar right (including any asset sale or stock sale agreement) with respect to, any property or assets of, the Issuer or any Restricted Subsidiary; (5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, the Restricted Subsidiary that is permitted by Section 4.10 hereof, pending the consummation of such sale or disposition; (6) required pursuant to this Indenture; (7) existing pursuant to customary provisions in partnership agreements, the Existing Indentureslimited liability company organizational governance documents, the Credit Agreement or any agreement in effect or joint venture and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (8) customary provisions consisting of restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the Issue Date, ordinary course of business; (ii9) any agreement instrument governing any Debt or other instrument Capital Stock of a Person acquired by that is an Unrestricted Subsidiary as in effect on the Company or any date that such Person becomes a Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)Subsidiary, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the PersonPerson who became a Restricted Subsidiary, or the Property property or assets of the PersonPerson who became a Restricted Subsidiary; provided that, in the case of Debt, the incurrence of such Debt as a result of such Person becoming a Restricted Subsidiary was permitted by the terms of this Indenture; (10) consisting of customary restrictions pursuant to any Permitted Receivables Financing; (11) of any Restricted Subsidiary existing pursuant to provisions in instruments governing other Debt, Disqualified Stock or Preferred Stock of Restricted Subsidiaries permitted to be Incurred after the Issue Date pursuant to Section 4.04 hereof; provided that (i) such provisions are customary for instruments of such type (as determined in good faith by the Issuer’s Board of Directors) and (ii) the Issuer determines in good faith that such restrictions will not materially adversely impact the ability of the Issuer to make required principal and interest payments on the Notes; (12) existing pursuant to purchase money obligations for property acquired in the ordinary course of business and Capital Lease obligations that impose restrictions of the nature described in clause (4) of this Section 4.07(a) on the property so acquired; (13) restrictions or conditions contained in any trading, (iii) that constitute customary restrictions in leases and licenses relating netting, operating, construction, service, supply, purchase or other agreement to which the Property covered thereby and Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; (iv14) contained in agreements governing Indebtedness any Debt Incurred or Preferred Stock issued by Foreign Restricted Subsidiaries that is permitted to be incurred Incurred after the Issue Date pursuant to Section 4.04(b)(10) hereof; (15) restrictions on deposits made in accordance connection with license applications or to secure letters of credit or surety or other bonds issued in connection therewith or deposits made in the ordinary course of business with respect to insurance premiums, worker’s compensation, statutory obligations, utility deposits, rental obligations, unemployment insurance, performance of tenders, surety and appeal bonds and other similar obligations (or to secure letters of credit or surety or other bonds relating thereto); and (16) any encumbrances or restrictions of the type referred to in Section 4.07(a) hereof imposed by any amendments, supplements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (15) of this Section 4.07(b); provided that such amendments, supplements, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive with respect to such dividend restrictions and other encumbrances than those contained prior to such amendment, supplement, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Indenture provided that the restrictions are not materially more restrictive in the aggregate than the restrictions contained in this Indenturecovenant, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstandingi) the agreements containing 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 restrictions in the foregoing clauses (i), ability to make distributions on Capital Stock and (ii), (iii) and (iv) provided that the terms and conditions subordination of loans or advances made to the Issuer or a Restricted Subsidiary of the Issuer to other Debt Incurred by the Issuer or any such restrictions are Restricted Subsidiary shall not materially less favorable be deemed a restriction on the ability to the Holders of the Securities than those under make loans or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replacedadvances.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) of the Issuer to (aa)(i) pay dividends, in cash or otherwise, dividends or make any other distributions to the Issuer or any Restricted Subsidiary of the Issuer (A) on or in respect of its Capital Stock or (B) with respect to the Company any other interest or participation in, or measured by, its profits or (ii) repay any Indebtedness or any other obligation owed to the Issuer or any Restricted SubsidiarySubsidiary of the Issuer, (b) pay any Indebtedness owed make loans or advances or capital contributions to the Company Issuer or any other of its Restricted Subsidiary, Subsidiaries or (c) make an Investment in the Company or any other Restricted Subsidiary or (d) transfer any of its Properties properties or assets to the Company Issuer or any other of its Restricted SubsidiarySubsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) pursuant to this Indenture, the Existing Indentures, the Credit Agreement encumbrances or any agreement in effect or entered into restrictions existing on the Issue DateDate to the extent and in the manner such encumbrances and restrictions are in effect on the Issue Date or are no more restrictive in any material respect (including without limitation pursuant to the Senior Credit Facility), (ii) the Indenture, the Notes and the Guarantees, (iii) applicable law, (iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, or the Property property or assets of the Person (including any Subsidiary of the Person), so acquired, (iiiv) that constitute any agreement or instrument governing Indebtedness (whether or not outstanding) of Foreign Subsidiaries, (vi) customary restrictions non-assignment provisions in leases and leases, licenses relating to the Property covered thereby and or other agreements entered into in the ordinary course of businessbusiness and consistent with past practices, (ivvii) contained in agreements governing Indebtedness permitted to be incurred in accordance with this Indenture Refinancing Indebtedness; provided that the such payment restrictions are not materially no more restrictive in the aggregate any material respect than the restrictions those contained in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing governing the Indebtedness so being extended, refinanced, renewed, refinanced replaced, defeased or replacedrefunded, (viii) customary restrictions in security agreements or mortgages or similar agreements securing Indebtedness of the Issuer or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements and mortgages or (ix) customary restrictions with respect to a Restricted Subsidiary of the Issuer 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.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to: (except a Foreign Subsidiary) to (a1) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock Stock; (2) make loans or advances to the Company or any other Restricted Subsidiary, (b) Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, Subsidiary of the Company; or (c) make an Investment in the Company or any other Restricted Subsidiary or (d3) transfer any of its Properties property or assets to the Company or any other Restricted SubsidiarySubsidiary of the Company, except in each case for such encumbrances or restrictions existing under or by reason of: (ia) pursuant to applicable law; (b) this Indenture, the Existing Indentures, the Credit Agreement or Notes and any agreement in effect or entered into on the Issue Date, Guarantees; (iic) any agreement Credit Facility; (d) customary non-assignment provisions of any contract, license or other instrument lease, including any lease governing a leasehold interest of a Person acquired by the Company or any Restricted Subsidiary in existence at of the time of such acquisition Company; (but not created in contemplation thereof)e) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, Person or the Property properties or assets of the Person, Person so acquired, ; (iiif) that constitute customary restrictions in leases and licenses relating agreements existing on the Issue Date to the Property covered thereby extent and in the manner such agreements are in effect on the Issue Date; (g) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (i) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business, ; (ivj) contained purchase money obligations (including any Capitalized Lease Obligations) relating to property acquired in agreements the ordinary course of business; (k) an agreement governing Indebtedness permitted incurred to be Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in accordance with this Indenture provided that the restrictions are not materially more restrictive in the aggregate than the restrictions contained in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (ib), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced.,

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to: (except a Foreign Subsidiary) to (a1) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock Stock; (2) make loans or advances to the Company or any other Restricted Subsidiary, (b) Subsidiary or to pay any Indebtedness or other Obligation owed to the Company or any other Restricted Subsidiary, Subsidiary of the Company; or (c) make an Investment in the Company or any other Restricted Subsidiary or (d3) transfer any of its Properties property or assets to the Company or any other Restricted Subsidiary, Subsidiary of the Company; except in each case for such encumbrances or restrictions existing under or by reason of: (ia) pursuant to applicable law, rule or regulation; (b) this Indenture, the Existing Indentures, the Credit Agreement ; (c) customary non-assignment provisions of any contract or any agreement in effect or entered into on the Issue Date, (ii) any agreement or other instrument lease governing a leasehold interest of a Person acquired by the Company or any Restricted Subsidiary in existence at of the time of such acquisition Company; (but not created in contemplation thereof)d) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, Person or the Property properties or assets of the Person, Person so acquired; (e) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on this Issue Date; (f) the Security Documents; (g) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (i) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business and not otherwise in violation of any other provisions of this Indenture; (j) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (b), (iiid), (e) and (g) above; provided, however, that constitute customary restrictions in leases and licenses the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Property covered thereby Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (b), (d), (e) and (g); (k) in the case of clause (3) of this covenant, any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract; (l) any agreement or instrument governing Indebtedness permitted to be incurred under this Indenture, provided that (x) the terms and conditions of any such restrictions and encumbrances, taken as a whole, are not more restrictive than those contained in this Indenture or (y) in the case of an agreement or instrument governing Indebtedness described in clause (4) of the definition of "Permitted Indebtedness," the terms and conditions do not materially restrict the benefits to the Company and its Restricted Subsidiaries that are Guarantors described under the definition of "Local Services Agreement" and not otherwise in violation of any other provisions of this Indenture; and (m) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (iv) contained in agreements governing Indebtedness permitted to be incurred in accordance with this Indenture provided that the restrictions are not materially more restrictive in the aggregate than the restrictions contained in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiaryother than the Guarantor) to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions permitted by applicable law on or in respect of its any Capital Stock to of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (bii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make an Investment in loans or advances to the Company or any other Restricted Subsidiary or (div) transfer any of its Properties property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Closing Date (including the Nortel Financing Agreements) or any other agreements in effect on the Closing Date, except for and any extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Holders than those encumbrances or restrictions (i) pursuant to this Indenture, the Existing Indentures, the Credit Agreement or any agreement that are then in effect and that are being extended, refinanced, renewed or entered into on the Issue Date, replaced; (ii) existing under or by reason of applicable law; (iii) existing with respect to any agreement Person or other instrument the property or assets of a such Person acquired by the Company or any Restricted Subsidiary in existence Subsidiary, existing at the time of such acquisition (but and not created incurred in contemplation thereof), which encumbrance encumbrances or restriction is restrictions are not applicable to any other Person, Person or the Properties property or assets of any other Person, Person other than such Person or the Personproperty or assets of such Person so acquired; (iv) in the case of clause (iv) of the first paragraph of this Section 4.05, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or the Property Lien on, any property or assets of the Person, so acquired, Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (iiiC) that constitute customary restrictions in leases and licenses relating arising or agreed to the Property covered thereby and entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary (ivv) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary during the period between the execution of such agreement and the closing thereunder; or (vi) contained in agreements governing the terms of any Indebtedness permitted or any agreement pursuant to be incurred in accordance with this Indenture provided that which such Indebtedness was issued if (A) the restrictions are not materially more restrictive encumbrance or restriction applies only in the aggregate than the restrictions event of a payment default or a default with respect to a financial covenant contained in this Indenturesuch Indebtedness or agreement, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstandingB) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are encumbrance or restriction is not materially less favorable more disadvantageous to the Holders of the Securities than those under is customary in comparable financings (as determined in good faith by the Board of Directors) and (C) the Board of Directors determines that any such encumbrance or pursuant restriction will not adversely affect the Company's financial ability to make principal or interest payments on the agreement evidencing Securities when due. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure, in a manner permitted by this Indenture, Indebtedness so extended, renewed, refinanced of the Company or replacedany of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) to to: (a) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock to the Company or any Restricted Subsidiary (1) on its Capital Stock or (2) with respect to any other Restricted Subsidiaryinterest or participation in, or measured by, its profits, or (b) pay repay any Indebtedness Debt or any other obligation owed to the Company or any other Restricted Subsidiary, or (c) make an Investment in loans or advances or Capital Contributions to the Company or any other Restricted Subsidiary or Subsidiary, or (d) transfer any of its Properties properties or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, except for such this Section 10.10 shall not apply to encumbrances or restrictions existing under or by reason of: (1) encumbrances or restrictions existing on the Issue Date to the extent and in the manner such encumbrances and restrictions are in effect on the Issue Date, (2) encumbrances or restrictions in (i) pursuant any Credit Facilities (other than a Borrowing Base Facility) to this Indenture, the Existing Indentures, extent and in the Credit Agreement or any agreement manner such encumbrances and restrictions are in effect or entered into on the Issue Date, and (ii) any Borrowing Base Facility, (3) this Indenture, the PIK Toggle Notes, the Floating Rate Notes, the Floating Rate Notes Indenture, any Guarantees or any of the Collateral Documents, (4) any applicable law, rule, regulation, or order required by any governmental authority, (5) any instrument governing Acquired Debt, or other agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary Subsidiary, as in existence effect at the time of such acquisition (but not created in contemplation thereof)acquisition, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, Person or the Property property or assets of the Person (including any Subsidiary of the Person), so acquired, (6) customary non-assignment provisions in leases or other agreements entered in the ordinary course of business and consistent with past practices, and customary restrictions imposed on the transfer and assignment of intellectual property, (iii7) Refinancing Debt; provided, that such restrictions are not on the whole materially more restrictive than those contained in the agreements governing the Debt being extended, refinanced, renewed, replaced, defeased or refunded, (8) restrictions in security agreements or mortgages securing Debt of the Company or a Restricted Subsidiary only to the extent such restrictions restrict the transfer of the property subject to such security agreements and mortgages, (9) restrictions with respect to a Restricted 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 Restricted Subsidiary to be consummated in accordance with the terms of this Indenture solely in respect of the Capital Stock or assets to be sold or disposed of, (10) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations in each case that impose restrictions of the nature described in clause (d) of this Section 10.10 on the property so acquired, (11) any agreement for the sale of assets (including any Asset Sale) that constitute customary restrictions restricts transfers of such assets pending their sale, (12) secured Debt otherwise permitted to be incurred pursuant to the provisions of the covenant described above under Section 10.07 that limits the right of the debtor to dispose of the assets securing such Debt, (13) any encumbrance or restriction contained in leases Purchase Money Debt to the extent that such encumbrance or restriction (A) only restricts the transfer of the Property financed with such Purchase Money Debt and licenses relating (B) solely relates to the Property covered thereby and financed with such Purchase Money Debt, (14) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (15) customary encumbrances or restrictions existing under or by reason of provisions in joint venture or similar agreements, shareholder agreements, asset sale agreements, stock sale agreements and sale and leaseback transactions required in connection with the entering into of such transactions, which encumbrances and restrictions are applicable only to the assets that are the subject of such agreements, (16) agreements entered into between a Restricted Subsidiary and another Restricted Subsidiary which second Restricted Subsidiary is not a Subsidiary of the first Restricted Subsidiary provided, that such agreement does not limit dividends or distributions to the direct parent or direct subsidiary of either such Restricted Subsidiary, (17) restrictions contained in any Debt incurred in compliance with Section 10.05, provided, that, such restrictions, taken as a whole, are, in the good faith judgment of the Company’s Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clauses (1), (iv2) contained and (3) above and the Company determines in agreements governing Indebtedness permitted good faith that any such restriction will not affect the Company’s ability to be incurred make principal or interest payments on the PIK Toggle Notes, (18) restrictions created in accordance connection with this Indenture provided any Receivables Facility solely with respect to the Subsidiary which is the holder of the applicable receivables, or (19) 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 (18) above, provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the restrictions are good faith judgment of the Company’s Board of Directors, not materially more restrictive in the aggregate than the with respect to such encumbrance and other restrictions that those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. Nothing contained in this IndentureSection 10.10 shall prevent the Company or any Restricted Subsidiary from creating, incurring, assuming or (v) existing under suffering to exist any agreement that extends, renews, refinances or replaces (Liens otherwise permitted in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replacedaccordance with Section 10.07.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) to to: (a) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock to the Company or any other Restricted Subsidiary, Stock; (b) make loans or advances to or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, Subsidiary of the Company; or (c) make an Investment in the Company or any other Restricted Subsidiary or (d) transfer any of its Properties property or assets to the Company or any other Restricted SubsidiarySubsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (i1) pursuant to applicable law and agreements with governmental authorities; (2) the Securities, this Indenture, the Existing Indentures, the Credit Agreement Indenture or any agreement in effect Guarantee; (A) customary provisions restricting (1) the subletting or entered into on assignment of or under any lease or (2) the Issue Datetransfer of copyrighted or patented materials, (iiB) provisions in agreements that restrict the assignment or other transfer of such agreements (or property that is the subject thereof) or rights thereunder or (C) provisions of a customary nature contained in the terms of Capital Stock restricting the payment of dividends and the making of distributions on Capital Stock; (4) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than (a) the Person, Person or the Property properties or assets of the Person so acquired (including the Capital Stock of such Person), or (b) any Restricted Subsidiary having no assets other than (i) the Person or the properties or assets of the Person so acquiredacquired (including the Capital Stock of such Person) and (ii) other assets having a fair market value not in excess of $5.0 million, and, in each case, the monetary proceeds thereof; (5) any agreement or instrument (A) in effect at or entered into on the Issue Date, (iiiB) governing Secured Indebtedness, including the Credit Agreement or the New Secured Notes permitted to be incurred pursuant to Section 4.04, or (C) governing Indebtedness of any Restricted Subsidiary (other than the Issuer) that constitute is not a Guarantor; (6) any agreement or instrument governing Indebtedness incurred pursuant to clause (9) or (13) of the definition of Permitted Indebtedness; (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture; (8) restrictions imposed by any agreement to sell assets not in violation of this Indenture to any Person pending the closing of such sale; (9) customary restrictions in leases and licenses relating rights of first refusal with respect to the Property covered thereby Company’s and its Restricted Subsidiaries’ interests in their respective Restricted Subsidiaries (other than Wholly Owned Restricted Subsidiaries) and joint ventures; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) customary provisions in joint venture agreements and other similar agreements, applicable to joint ventures not prohibited hereunder; (iv12) customary provisions contained in agreements governing leases, licenses and other agreements, including with respect to intellectual property, in each case, entered into in the ordinary course of business; (13) Indebtedness of a Person that was a Restricted Subsidiary at the time of incurrence and the incurrence of which Indebtedness is permitted to be incurred in accordance with this Indenture by Section 4.04; provided that such encumbrances and restrictions apply only to such Restricted Subsidiary and its assets; and provided, further, that the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions are would not materially more restrictive singly or in the aggregate than have a materially adverse effect on the ability of the Issuer to make payments on the Securities; (14) the subordination of any Indebtedness owed by the Company or any of its Restricted Subsidiaries to the Company or any other Restricted Subsidiary to any other Indebtedness of the Company or any of its Restricted Subsidiaries; provided that (A) such other Indebtedness is permitted under this Indenture and (B) the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions contained in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole would not singly or in partthe aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities; (15) an agreement effecting a refinancing, and whether replacement or not such prior agreements remain outstanding) the agreements containing the restrictions substitution of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in the foregoing clauses (i2), (ii)4) or (5) above or any other agreement evidencing Indebtedness permitted under this Indenture; provided, (iii) and (iv) provided however, that the terms and conditions of provisions relating to such encumbrance or restriction contained in any such restrictions refinancing, replacement or substitution agreement or any such other agreement (a) are not materially less favorable to the Holders Company in any material respect as determined by the Company in good faith than the provisions of the Securities than those under Indebtedness being refinanced or pursuant (b) would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities; or (16) at all times prior to the agreement evidencing Bally Acquisition Date, encumbrances and restrictions set forth in the Escrow Credit Agreement or any similar agreements relating to amounts deposited into escrow relating to Indebtedness so extended, renewed, refinanced or replacedand other obligations under the Escrow Credit Agreement.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in paragraph (b), the Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (except a Foreign Subsidiary) to (a1) pay dividends, in cash or otherwise, dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or in respect of its Capital Stock any other Restricted Subsidiary, (2) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary, (3) make loans or advances to the Company or any other Restricted Subsidiary, or (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make an Investment in the Company or any other Restricted Subsidiary or (d4) transfer any of its Properties property or assets to the Company or any other Restricted Subsidiary, except for such . (b) The provisions of paragraph (a) do not apply to any encumbrances or restrictions restrictions (i1) pursuant to this Indentureexisting on the Issue Date in the Credit Agreement, the Existing Indentures, the Credit Agreement Indenture or any agreement other agreements in effect or entered into on the Issue Date, and any amendments, modifications, extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the amendment, modification, extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (ii2) existing under or by reason of applicable law, rule, regulation or order; (3) existing (A) with respect to any agreement Person, or other instrument to the property or assets of a any Person, at the time the Person is acquired by the Company or any Restricted Subsidiary, or (B) with respect to any Unrestricted Subsidiary in existence at the time it is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions (i) are not applicable to any other Person or the property or assets of any other Person and (ii) were not put in place in anticipation of such acquisition event, and any extensions, renewals, replacements or refinancings of any of the foregoing, provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (but not created 4) of the type described in contemplation thereof)clause (a)(4) arising or agreed to in the ordinary course of business (i) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease or license or (ii) by virtue of any Lien on, or agreement to transfer, option or similar right (including any asset sale or stock sale agreement) with respect to, any property or assets of, the Company or any Restricted Subsidiary; (5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, the Restricted Subsidiary that is permitted by Section 4.10; (6) required pursuant to the Indenture; (7) existing pursuant to customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (8) consisting of 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; (9) any instrument governing any Debt or Capital Stock of a Person that is an Unrestricted Subsidiary as in effect on the date that such Person becomes a Restricted Subsidiary, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the PersonPerson who became a Restricted Subsidiary, or the Property property or assets of the PersonPerson who became a Restricted Subsidiary; provided that, in the case of Debt, the incurrence of such Debt as a result of such Person becoming a Restricted Subsidiary was permitted by the terms of the Indenture; (10) consisting of customary restrictions pursuant to any Permitted Receivables Financing; (11) existing pursuant to provisions in instruments governing other Debt, Disqualified Stock or Preferred Stock of Restricted Subsidiaries permitted to be Incurred after the Issue Date pursuant to Section 4.04; provided that (i) such provisions are customary for instruments of such type (as determined in good faith by the Company’s Board of Directors) and (ii) the Company’s Board of Directors determines in good faith that such restrictions will not materially adversely impact the ability of the Company to make required principal and interest payments on the Notes; (12) existing pursuant to purchase money obligations for property acquired in the ordinary course of business and Capital Lease obligations that impose restrictions of the nature discussed in Section 4.07(a)(4) on the property so acquired; (13) restrictions or conditions contained in any trading, (iii) that constitute customary restrictions in leases and licenses relating netting, operating, construction, service, supply, purchase or other agreement to which the Property covered thereby and Company or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; and (14) any encumbrances or restrictions of the type referred to in paragraph (a) above 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 (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such dividend restrictions and other encumbrances than those contained prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this covenant, (iv) contained in agreements governing Indebtedness permitted to be incurred in accordance with this Indenture provided that the restrictions are not materially more restrictive in the aggregate than the restrictions contained in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstandingi) the agreements containing 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 restrictions in the foregoing clauses (i), ability to make distributions on Capital Stock and (ii), (iii) and (iv) provided that the terms and conditions subordination of loans or advances made to the Company or a Restricted Subsidiary of the Company to other Debt Incurred by the Company or any such restrictions are Restricted Subsidiary shall not materially less favorable be deemed a restriction on the ability to the Holders of the Securities than those under make loans or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replacedadvances.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create create, assume or otherwise cause or suffer to exist or to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) of the Company to (a) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock to the Company or any other of its Restricted Subsidiary, Subsidiaries; (b) pay make payments in respect of any Indebtedness Debt owed to the Company or any other of its Restricted Subsidiary, Subsidiaries; or (c) make an Investment in the Company loans or any other Restricted Subsidiary or (d) transfer any of its Properties or assets advances to the Company or any other of the Company's Restricted SubsidiarySubsidiaries; PROVIDED, except for such encumbrances or HOWEVER, that the following restrictions shall not be prohibited pursuant to this Section 4.12: (i) pursuant to this Indenture, the Existing Indentures, the Credit Agreement or any agreement in effect or entered into on the Issue Date, (ii) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any other Person, or the Properties or assets of any other Person, other than the Person, or the Property or assets of the Person, so acquired, (iii) that constitute customary restrictions in leases and licenses relating to the Property covered thereby and entered into in the ordinary course of business, (iv) contained in agreements governing Indebtedness permitted to be incurred in accordance with this Indenture provided that the restrictions are not materially more restrictive in the aggregate than the restrictions those contained in this Indenture, a Bank Facility, a Warehouse Facility, and Refinancing Debt (to the extent restrictions contained in such Refinancing Debt are not more restrictive than those contained in the Debt being refinanced); (ii) consensual encumbrances or restrictions binding upon any Person at the time such Person becomes a Subsidiary of the Company, PROVIDED that such encumbrances or restrictions are not created, incurred or assumed in contemplation of such Person becoming a Subsidiary of the Company and do not extend to any other property of the Company or another of its Subsidiaries; (iii) restrictions contained in security agreements permitted by this Indenture securing Debt permitted by this Indenture to the extent such restrictions restrict the transfer of assets subject to such security agreements; (iv) any encumbrance or restriction consisting of customary nonassignment provisions in leases to the extent such provisions restrict the transfer of the leases; (v) existing under any encumbrance or restriction pursuant to an agreement that extends, renews, refinances in effect on the Issue Date; or replaces (in whole or in part, and whether or not such prior agreements remain outstandingvi) the agreements containing the any restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable with respect to the Holders a Subsidiary of the Securities than those under or Company imposed pursuant to an agreement which has been entered into for the agreement evidencing sale or disposition of all or substantially all the Indebtedness so extended, renewed, refinanced Capital Stock or replacedassets of such Subsidiary.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: (except a Foreign Subsidiary) to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other Restricted Subsidiaryinterest or participation in, (b) or measured by, its profits, or pay any Indebtedness indebtedness owed to the Company or any other of its Restricted Subsidiary, Subsidiaries; (cii) make an Investment in loans or advances to the Company or any other of its Restricted Subsidiary or Subsidiaries; or (diii) transfer any of its Properties properties or assets to the Company or any other of its Restricted Subsidiary, except for such Subsidiaries. (b) The preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (i) pursuant agreements governing Existing Indebtedness as in effect on the Closing Date and any amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacements or refinancings of any of the foregoing, provided that the amendments, modifications, restatements, renewals, increases, extensions, supplements, refundings, replacement or refinancings of such instrument are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreement on the Closing Date; (ii) Credit Facilities; (iii) this Indenture, the Existing Indentures, Securities and the Credit Agreement Guarantees; (iv) applicable law or any agreement in effect applicable rule or entered into on the Issue Date, regulation; (iiv) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary Subsidiaries as in existence effect at the time of such acquisition (but not created except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, or the Property property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (iiivi) customary non-assignment provisions in leases, licenses or similar contracts entered into in the ordinary course of business or that constitute customary restrict the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract; (vii) restrictions in leases and licenses relating encumbering property at the time such property was acquired by the Company or any of its Restricted Subsidiaries, so long as such encumbrance or restriction relates solely to the Property covered thereby property so acquired; (viii) any agreement for the sale or other disposition of a Restricted Subsidiary or the assets of a Restricted Subsidiary pending the sale or other disposition of such assets or Restricted Subsidiary; (ix) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (x) Liens securing Indebtedness otherwise permitted to be incurred pursuant to Sections 4.13 and 4.03 that limit the right of the debtor to dispose of or transfer the assets subject to such Liens; (xi) any transfer of, agreement to transfer, or option or right with respect to, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture; (xii) provisions with respect to the disposition or distribution of assets or property and other customary provisions in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (xiii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (xiv) Indebtedness permitted to be incurred pursuant to Section 4.03(b)(iv) for property acquired in the ordinary course of business that only imposes encumbrances or restrictions on the property so acquired; (xv) net worth provisions in leases and other agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business; (xvi) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary; and (ivxvii) contained in agreements governing Indebtedness permitted to be incurred in accordance with this Indenture pursuant to Section 4.03, provided that the restrictions provisions relating to such encumbrance or restriction contained in such Indebtedness, taken as a whole, are not materially more restrictive to the Company, as determined by the Board of Directors of the Company in their reasonable and good faith judgment, than the provisions contained in the aggregate than Credit Agreement or this Indenture as in effect on the restrictions contained in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replacedClosing Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary (other than the Guarantors) to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiaryother than the Guarantors) to to: (a1) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits) to the Company or any other Restricted Subsidiary, Subsidiary (bit 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 make distributions on Capital Stock); (2) pay any Indebtedness liabilities owed to the Company or any other of Restricted Subsidiary, ; (c3) make an Investment in loans or advances to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (d4) sell, lease or transfer any of its Properties properties or assets to the Company or any other Restricted Subsidiary, except for such . (b) Section 4.10(a) will not apply to encumbrances or restrictions existing under, by reason of or with respect to: (i1) pursuant the Existing Indebtedness or any other agreements in effect on the Issue Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings, taken as a whole, are not, as determined by the Company or a direct or indirect parent of the Company in good faith, materially more restrictive than those contained in the Existing Indebtedness or such other agreements, as the case may be, as in effect on the Issue Date; (2) this Indenture, the Notes, the Note Guarantees, the Security Documents, the Intercreditor Agreement and other documents relating to this Indenture, the Existing IndenturesNotes, the Credit Agreement Note Guarantees, the Security Documents or any agreement in effect the Intercreditor Agreement; (3) applicable law, rule, regulation or entered into on the Issue Date, order; (ii4) any agreement or other instrument of a Person acquired by or merged or consolidated with or into the Company or any Restricted Subsidiary that was in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, or the Property property or assets of the Person, so acquired; (5) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, (iii) that constitute including customary restrictions in leases and licenses relating with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the Property covered thereby and sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; (6) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (7) encumbrances or restrictions arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, (ivx) detract from the value of the property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary or (y) affect the Company’s ability to make anticipated principal or interest payment on the Notes in any material respect (in each case as determined by the Company or a direct or indirect parent of the Company in good faith); (8) encumbrances or restrictions that restrict distributions or transfers by a Restricted Subsidiary if such restrictions exist under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, that Restricted Subsidiary and are pending such sale or other disposition; (9) customary provisions contained in leases, licenses, contracts and other similar agreements governing entered into in the ordinary course of business to the extent imposing restrictions of the type described in clause (4) of Section 4.10(a) on the property subject to such lease; (10) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business and which the Board of Directors of the Company or a direct or indirect parent of the Company determines in good faith will not adversely affect the Company’s ability to make payments of principal or interest on the Notes; (11) Secured Indebtedness otherwise permitted to be incurred in accordance with Incurred pursuant to Section 4.03 and Section 4.06 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (12) any agreement or instrument relating to Indebtedness, Disqualified Stock or Preferred Stock of the Company or a Restricted Subsidiary permitted to be Incurred under this Indenture provided that following the Issue Date if (A) the encumbrances or restrictions are not materially more restrictive disadvantageous to the Holders than is customary in comparable financings (as determined in good faith by the Company or a direct or indirect parent of the Company) and (B) either (x) the Company determines that such encumbrance or restriction will not adversely affect the Company’s ability to make principal and interest payments on the Notes as and when they come due or (y) such encumbrances and restrictions only apply during the continuance of a default in respect of a payment or financial maintenance covenant default in respect of such Indebtedness; (13) customary provisions in (x) joint venture agreements entered into in the aggregate than ordinary course of business with respect to the Equity Interests subject to the joint venture and (y) operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements; (14) purchase money obligations for property acquired, IRUs and Finance Lease Obligations in the ordinary course of business to the extent imposing restrictions on the property so acquired; (15) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary and its assets; (16) other Indebtedness, Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary that is Incurred subsequent to the Issue Date pursuant Section 4.03; provided that such encumbrances and restrictions contained in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces instrument will not materially affect the Company’s ability to make anticipated principal or interest payment on the Notes (as determined by the Company or a direct or indirect parent of the Company in whole or in part, and whether or not such prior agreements remain outstandinggood faith); (17) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) Permitted Refinancing Indebtedness; provided that the terms encumbrances and conditions of any such restrictions contained in the agreements governing that Permitted Refinancing Indebtedness are not materially less favorable to more restrictive, taken as a whole, than those contained in the Holders agreements governing the Indebtedness being refinanced (as determined by the Company or a direct or indirect parent of the Securities than those under or Company in good faith); (18) Indebtedness of non-Guarantor Subsidiaries permitted to be Incurred pursuant to the agreement evidencing provisions of Section 4.03; and (19) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Indebtedness so extendedcontracts, renewedinstruments or obligations referred to in clauses (1) through (18) above; provided that such amendments, refinanced modifications, restatements, renewals, increases, supplements, refundings, replacements or replacedrefinancings are, in the good faith judgment of the Company or a direct or indirect parent of the Company, not materially more restrictive as a whole with respect to such encumbrances or restrictions than prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (except a Foreign Subsidiary) to (a1) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock to the Company or any other Restricted Subsidiary, Subsidiary of the Company (a) on its Capital Stock or (b) pay with respect to any other interest or participation in, or measured by, its profits or (2) repay any Indebtedness or any other obligation owed to the Company or any other Restricted Subsidiary, Subsidiary of the Company, (c3) make an Investment in loans or advances or capital contributions to the Company or any other of its Restricted Subsidiary or Subsidiaries or (d4) transfer any of its Properties properties or assets to the Company or any other of its Restricted SubsidiarySubsidiaries, except for such encumbrances or restrictions existing under or by reason of (i1) pursuant encumbrances or restrictions existing on the Issue Date to this Indenture, the Existing Indentures, extent and in the Credit Agreement or any agreement manner such encumbrances and restrictions are in effect or entered into on the Issue Date, (2) the Indenture, the Notes and the Guarantees, (ii3) applicable law, (4) contracts to which any agreement or other Person who is acquired in accordance with the terms of this Indenture is a party, including any instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, or the Property property or assets of the Person (including any Subsidiary of the Person), so acquired, (5) customary non-assignment provisions in leases or other agreements entered in the ordinary course of business and consistent with past practices, (6) Refinancing Indebtedness; PROVIDED that such restrictions are no more restrictive than those contained in the agreements governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, (iii7) that constitute customary restrictions in leases and licenses relating Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the Property covered thereby extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements and mortgages, (8) customary restrictions with respect to a Restricted Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of any Capital Stock or assets of such Restricted Subsidiary, but only to the extent such encumberance or restriction applies only to the Capital Stock or assets being sold or otherwise disposed of, (9) contracts entered into in the ordinary course of business, (iv) contained in agreements governing Indebtedness permitted not relating to be incurred in accordance with this Indenture provided any Indebtedness, and that the restrictions are not materially more restrictive do not, individually or in the aggregate than aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary, (10) restrictions contained on cash or other deposits or net worth imposed by customers under contracts (not evidencing or relating to Indebtedness) entered into the ordinary course of business, (11) customary provisions in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces joint venture agreements and other similar agreements (in whole each case relating solely to the respective joint venture or in part, and whether similar entity or not such prior agreements remain outstandingthe equity interests therein) the agreements containing the restrictions entered into in the foregoing clauses ordinary course of business, (i), (ii), (iii12) and (iv) provided that the terms and conditions customary provisions restricting dispositions of real property interests set forth in any such restrictions are not materially less favorable to the Holders reciprocal easement agreements of the Securities than those Company or any Restricted Subsidiary, or (13) with respect to a Receivables Subsidiary, an agreement relating to Indebtedness of such Receivables Subsidiary which is permitted under Section 4.10 or pursuant to the an agreement evidencing the Indebtedness so extended, renewed, refinanced or replacedrelating to a Permitted Receivables Financing by such Receivables Subsidiary.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in paragraph (b), the Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (except a Foreign Subsidiary) to (a1) pay dividends, in cash or otherwise, dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or in respect of its Capital Stock any other Restricted Subsidiary, (2) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary, (3) make loans or advances to the Company or any other Restricted Subsidiary, or (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make an Investment in the Company or any other Restricted Subsidiary or (d4) transfer any of its Properties property or assets to the Company or any other Restricted Subsidiary, except for such . (b) The provisions of paragraph (a) do not apply to any encumbrances or restrictions restrictions (i1) pursuant to this Indentureexisting on the Issue Date in the Credit Agreement, the Existing Indentures, the Credit Agreement Indenture or any agreement other agreements in effect or entered into on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (ii2) existing under or by reason of applicable law; (3) existing (A) with respect to any agreement Person, or other instrument with respect to the property or assets of a any Person, at the time the Person is acquired by the Company or any Restricted Subsidiary, or 50 57 (B) with respect to any Unrestricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)it is designated or is deemed to become a Restricted Subsidiary, which encumbrance encumbrances or restriction is restrictions (i) are not applicable to any other Person, Person or the Properties property or assets of any other PersonPerson and (ii) were not put in place in anticipation of such event, other than the Personand any extensions, renewals, replacements or the Property or assets refinancings of any of the Personforegoing, so acquired, (iii) that constitute customary restrictions in leases provided the encumbrances and licenses relating to the Property covered thereby and entered into in the ordinary course of business, (iv) contained in agreements governing Indebtedness permitted to be incurred in accordance with this Indenture provided that the restrictions are not materially more restrictive in the aggregate than the restrictions contained in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i)extension, (ii)renewal, (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders of Noteholders than the Securities than those under encumbrances or pursuant to the agreement evidencing the Indebtedness so restrictions being extended, renewed, refinanced replaced or replaced.refinanced; (4) of the type described in clause (a)

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) to (ai)(a) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other Restricted Subsidiaryinterest or participation in, or measured by, its profits or (b) pay any Indebtedness owed to the Company or any other of its Restricted SubsidiarySubsidiaries, (cii) make an Investment in loans or advances to the Company or any other of its Restricted Subsidiary or Subsidiaries, (diii) transfer any of its Properties or assets properties to the Company or any other of its Restricted SubsidiarySubsidiaries, (iv) grant any Liens in favor of the Holders of the Notes and the Trustee or (v) guarantee the Notes or any renewals or refinancings thereof, except for such encumbrances or restrictions existing under or by reason of (iA) pursuant to this Indenture, the Existing Indentures, the Credit Agreement or any agreement in effect or entered into on the Issue DateIndebtedness, (iiB) the Bank Credit Agreement, (C) applicable law, (D) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary Subsidiaries as in existence effect at the time of such acquisition (but not created except to the extent such Indebtedness was Incurred in connection with or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any other Person, or the Properties or assets properties of any other Person, other than the Person, or the Property or assets property of the Person, so acquired, provided that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred, (iiiE) that constitute customary restrictions non-assignment provisions in leases and licenses relating leases, licenses, sales agreements or other contracts (but excluding contracts related to the Property covered thereby and extension of credit) entered into in the ordinary course of businessbusiness and consistent with past practices, (ivF) contained restrictions imposed pursuant to a binding agreement for the sale or disposition of all or substantially all of the Equity Interests or assets of any Restricted Subsidiary, provided such restrictions apply solely to the Equity Interests or assets being sold, (G) restrictions imposed by Permitted Liens on the transfer of the assets that are subject to such Liens, and (H) Permitted Refinancing Indebtedness Incurred to refinance Existing Indebtedness or Indebtedness of the type described in agreements governing Indebtedness permitted to be incurred in accordance with this Indenture clause (D) above, provided that the restrictions are not materially more restrictive contained in the aggregate agreements governing such Permitted Refinancing Indebtedness are no more restrictive, as a whole, than the restrictions those contained in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing governing the Indebtedness so extended, renewed, refinanced or replacedbeing refinanced.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: (except a Foreign Subsidiary) to (a1) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock Stock; (2) make loans or advances or to the Company or any other Restricted Subsidiary, (b) pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, ; or (c) make an Investment in the Company or any other Restricted Subsidiary or (d3) transfer any of its Properties property or assets to the Company or any other Restricted Subsidiary, ; except for such encumbrances or restrictions existing under or by reason of: (ia) pursuant to applicable law, rule, regulation or order; (b) this IndentureAgreement; (c) customary non-assignment provisions of any contract, the Existing Indentures, the Credit Agreement license or any agreement in effect or entered into on the Issue Date, (ii) any agreement or other instrument lease of a Person acquired by the Company or any Restricted Subsidiary in existence at to the time extent such provisions restrict the transfer of such acquisition the lease or the property leased thereunder; (but not created in contemplation thereof)d) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, Person or the Property properties or assets of the Person, Person so acquired, ; (iiie) that constitute customary restrictions in leases and licenses relating to the Property covered thereby and Credit Agreement; (f) any encumbrance or restriction on a Qualified Container Subsidiary under any agreement entered into in connection with any Qualified Containers Transaction or any related Qualified Containers Indebtedness; (g) any encumbrance or restriction pursuant to an agreement in effect or entered into on the ordinary course of business, Closing Date (iv) contained in agreements governing Indebtedness permitted to be incurred in accordance with this Indenture provided that the restrictions are and all replacements or substitutions thereof on terms not materially more restrictive in adverse to the aggregate than the restrictions contained in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, Lenders and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable or materially more onerous to the Holders of the Securities Company and its Restricted Subsidiaries than those contained in the Existing Indebtedness on the Closing Date) (h) restrictions on the transfer of assets subject to any Permitted Lien; (i) customary agreements (i) to sell assets or Capital Stock permitted under this Agreement pending the closing of such sale or pursuant (ii) relating to the agreement evidencing transfer of, or in licenses related to, copyrights, patents or other intellectual property; (j) provisions in joint venture agreements and other similar agreements (in each case relating solely to the Indebtedness so extended, renewed, refinanced respective joint venture or replaced.similar entity or the equity interests therein);

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: (except a Foreign Subsidiary) to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions permitted by applicable law on or in respect of its any Capital Stock to of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, ; (bii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, ; (ciii) make an Investment in loans or advances to the Company or any other Restricted Subsidiary or Subsidiary; or (div) transfer any of its Properties property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Purchase Date in the Credit Agreement, except for this Agreement or any other agreements in effect on the Purchase Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that, with respect to encumbrances and restrictions under agreements other than the Credit Agreement, the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in the aggregate in any material respect to the Holders than those encumbrances or restrictions (i) pursuant to this Indenture, the Existing Indentures, the Credit Agreement or any agreement that are then in effect and that are being extended, refinanced, renewed or entered into on the Issue Date, replaced; (ii) existing under or by reason of applicable law; (iii) existing with respect to any agreement Person or other instrument the property or assets of a such Person acquired by the Company or any Restricted Subsidiary in existence Subsidiary, existing at the time of such acquisition (but or at the time such Person becomes a Restricted Subsidiary and not created incurred in contemplation thereof), which encumbrance encumbrances or restriction is restrictions are not applicable to any other Person, Person or the Properties property or assets of any other Person, Person other than such Person or the Personproperty or assets of such Person so acquired or that becomes a Restricted Subsidiary; (iv) in the case of clause (iv) of the first paragraph of this Section 8.4, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or the Property Lien on, any property or assets of the Person, so acquired, Company or any Restricted Subsidiary not otherwise prohibited by this Agreement or (iiiC) that constitute customary restrictions in leases and licenses relating arising or agreed to the Property covered thereby and entered into in the ordinary course of business, (iv) contained in agreements governing Indebtedness permitted not relating to be incurred in accordance with this Indenture provided any Indebtedness, and that the restrictions are not materially more restrictive do not, individually or in the aggregate than aggregate, detract from the restrictions contained value of the property or assets of the Company or any Restricted Subsidiary in this Indenture, any manner material to the Company or any Restricted Subsidiary; (v) existing under in contract for the sale of assets permitted by Section 8.8, including, without limitation, with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; (vi) contained in the terms of any Indebtedness or any agreement that extends, renews, refinances or replaces pursuant to which such Indebtedness was issued if (in whole or in part, and whether or not such prior agreements remain outstandingA) either (i) the agreements containing the restrictions encumbrance or restriction applies only in the foregoing clauses (i), event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement or (ii), ) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings (iiias determined by the Company) and (ivB) provided the Company determines that the terms and conditions of any such restrictions are encumbrance or restriction will not materially less favorable affect the Company's ability to make principal or interest payments on the Notes; (vii) contained in Interest Rate Agreements, Commodities Agreements and Currency Agreements not prohibited by this Agreement; or (viii) contained in any agreement relating to secured Indebtedness or Liens not prohibited by this Agreement, if such encumbrance or restriction applies only to the Holders property or assets securing such Indebtedness or Liens. Nothing contained in this Section 8.4 shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise not prohibited in Section 4.09 of the Securities than those under Indenture or pursuant to (2) restricting the agreement evidencing sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness so extended, renewed, refinanced of the Company or replacedany of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) of the Company to (a) (i) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock to the Company or any Restricted Subsidiary of the Company (A) on its Capital Stock or (B) with respect to any other Restricted Subsidiaryinterest or participation in, or measured by, its profits or (bii) pay repay any Indebtedness Debt or any other obligation owed to the Company or any other Restricted SubsidiarySubsidiary of the Company, (cb) make an Investment in loans or advances or capital contributions to the Company or any other of its Restricted Subsidiary Subsidiaries or (dc) transfer any of its Properties properties or assets to the Company or any other of its Restricted SubsidiarySubsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) pursuant encumbrances or restrictions existing on the Issue Date to this Indenture, the Existing Indentures, extent and in the Credit Agreement or any agreement manner such encumbrances and restrictions are in effect or entered into on the Issue Date, (ii) encumbrances or restrictions in the New Credit Facilities, (iii) this Indenture, the Notes and any agreement or other Guarantees, (iv) applicable law, (v) any instrument of a Person acquired by the Company or any Restricted Subsidiary governing Acquired Debt as in existence effect at the time of such acquisition (but not created in contemplation thereof)acquisition, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, Person or the Property property or assets of the Person (including any Subsidiary of the Person), so acquired, (iiivi) customary non-assignment provisions in leases or other agreements entered in the ordinary course of business and consistent with past practices, (vii) Refinancing Debt; PROVIDED that such restrictions are not on the whole materially more restrictive than those contained in the agreements governing the Debt being extended, refinanced, renewed, replaced, defeased or refunded, (viii) restrictions in security agreements or mortgages securing Debt of the Company or a Restricted Subsidiary only to the extent such restrictions restrict the transfer of the property subject to such security agreements and mortgages, (ix) restrictions with respect to a Restricted Subsidiary of the Company 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 to be consummated in accordance with the terms of this Indenture solely in respect of the Capital Stock or assets to be sold or disposed of, (x) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c)(viii) of this Section 4.12 on the property so acquired, (xi) any agreement for the sale of assets (including any Asset Sale) that constitute customary restrictions restricts transfers of such assets pending their sale, (xii) secured Debt otherwise permitted to be incurred pursuant to the provisions of the covenant described above under Section 4.08 that limits the right of the debtor to dispose of the assets securing such Debt, (xiii) any encumbrance or restriction contained in leases Purchase Money Debt to the extent that such encumbrance or restriction (A) only restricts the transfer of the Property financed with such Purchase Money Debt and licenses relating (B) solely relates to the Property covered thereby and financed with such Purchase Money Debt, or (xiv) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (iv) contained in agreements governing Indebtedness permitted to be incurred in accordance with this Indenture provided that the restrictions are not materially more restrictive in the aggregate than the restrictions contained in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Parent shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) to of Parent to: (a) pay dividends, in cash or otherwise, dividends or make any other distributions on to Parent or in respect any of its Restricted Subsidiaries on its Capital Stock to the Company or any other Restricted Subsidiary, Stock; (b) pay any Indebtedness owed to the Company Parent or any other of its Restricted Subsidiary, Subsidiaries; (c) make an Investment in the Company loans or advances to Parent or any other of its Restricted Subsidiary or Subsidiaries; or (d) transfer Transfer any of its Properties properties or assets to the Company Parent or any other of its Restricted SubsidiarySubsidiaries, except for such encumbrances or restrictions existing under or by reason of any of the following: (i1) pursuant Existing Indebtedness, the Existing Credit Facility and any amendments or refinancings thereof; provided that such amendments or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances or restrictions than those contained in such Existing Indebtedness or the Existing Credit Facility, as the case may be, on the Issue Date; (2) this Indenture, the Existing IndenturesNotes, the Credit Agreement Exchange Notes, and the Note Guarantees; (3) applicable law, rule, regulation or any agreement in effect or entered into on the Issue Date, order; (ii4) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by the Company Parent or any of its Restricted Subsidiary Subsidiaries, as in existence effect at the time of such acquisition (but not created except to the extent such Indebtedness was incurred in connection with, or in contemplation thereofof, such acquisition), which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, or the Property or assets of the Person, so acquired; provided that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (iii5) Purchase Money Obligations and Capital Lease Obligations permitted to be incurred pursuant to clause (3) of subsection (b) of Section 4.09 for assets acquired that constitute customary impose restrictions of the nature described in leases clause (d) above of this Section 4.13 on the assets so acquired; (6) an agreement that has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of a Restricted Subsidiary of Parent; provided that (a) such sale or disposition is permitted by the terms of this Indenture and licenses relating (b) such restrictions are limited to the Property covered thereby and Restricted Subsidiary that is the subject of such agreement pending its sale or other disposition; (7) Liens securing Indebtedness otherwise permitted to be incurred pursuant to Section 4.11 that (y) limit the right of Parent or any of its Restricted Subsidiaries to Transfer or dispose of the assets subject to such Lien or (z) place any restriction on Parent’s or such Restricted Subsidiary’s use of the assets subject to such Lien; (8) restrictions on cash or other deposits or net worth requirements imposed by customers under contracts entered into in the ordinary course of business, ; (iv9) contained in agreements governing Indebtedness permitted to be incurred in accordance with this Indenture Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive in the aggregate restrictive, taken as a whole, than the restrictions those contained in this Indenture, or either (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstandingi) the agreements containing governing the Indebtedness being refinanced or (ii) the Existing Credit Facility as in effect on the Issue Date; (10) Non-Recourse Accounts Receivable Entity Indebtedness or other contractual requirements of an Accounts Receivable Entity in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Accounts Receivable Entity or the receivables which are subject to the Qualified Receivables Transaction; (11) contractual encumbrances and restrictions in effect on the foregoing clauses (i)Issue Date, (ii), (iii) and (iv) any amendments thereof; provided that the terms and conditions of any such restrictions amendments are not materially less favorable more restrictive, taken as a whole, than such existing contractual encumbrances and restrictions; (12) protective liens filed in connection with Sale and Leaseback Transactions permitted under Section 4.15; (13) customary non-assignment provisions of any contract and customary provisions restricting assignment or subletting in any lease governing a leasehold interest of any Restricted Subsidiary of Parent; (14) customary provisions restricting the disposition or distribution of assets or property to each holder of Capital Stock of a joint venture contained in any joint venture agreement which restriction is limited to the Holders assets or property of such joint venture; (15) restrictions in effect on the Securities Issue Date that are contained in charter documents or shareholder agreements relating to any Restricted Subsidiary of Parent and any amendments thereof; provided that such amendments are not materially more restrictive, taken as a whole, with respect to such restrictions than those under contained in such document or agreement as in effect on the Issue Date; and (16) Indebtedness of (y) Non-Guarantor Subsidiaries incurred pursuant to clause (1) or (18) of subsection (b) of Section 4.09 and (z) an Issuer or any Guarantor incurred pursuant to Section 4.09; provided in the agreement evidencing case of clause (z) above with respect to any Guarantor, such encumbrance or restriction may exist only for so long as such Guarantor continues to Guarantee the Indebtedness so extended, renewed, refinanced or replacedNotes.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to: (except a Foreign Subsidiary) to (a1) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock Stock; (2) make loans or advances or to the Company or any other Restricted Subsidiary, (b) pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, Subsidiary of the Company; or (c) make an Investment in the Company or any other Restricted Subsidiary or (d3) transfer any of its Properties property or assets to the Company or any other Restricted SubsidiarySubsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (ia) pursuant to this Indentureapplicable law, the Existing Indentures, the Credit Agreement including restrictions imposed by applicable gaming laws or any agreement in effect applicable Gaming Authority; (b) the Loan Documents; (c) customary non-assignment provisions of any contract or entered into on the Issue Date, (ii) any agreement or other instrument lease governing a leasehold interest of a Person acquired by the Company or any Restricted Subsidiary in existence at of the time of such acquisition Company; (but not created in contemplation thereof)d) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, Person and its Subsidiaries or the Property properties or assets of the Person, Person so acquired, ; (iiie) that constitute customary restrictions in leases and licenses relating agreements existing on the Closing Date to the Property covered thereby extent and entered into in the manner such agreements are in effect on the Closing Date, including the Credit Agreement; (f) the provisions of security or pledge agreements or mortgages (or similar agreements) granting a Permitted Lien or restricting transfers of the assets secured thereby; (g) FF&E Financing, Purchase Money Indebtedness or Capitalized Lease Obligations for property acquired in the ordinary course of business, business that impose restrictions of the nature described in clause (iv3) contained in agreements above on the property so acquired; or (h) an agreement governing Indebtedness permitted incurred to be Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in accordance with this Indenture provided that the restrictions are not materially more restrictive in the aggregate than the restrictions contained in this Indenture, or clause (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (ib), (iid), (iiie), (f) and or (ivg) provided above; provided, however, that the terms and conditions of provisions relating to such encumbrance or restriction contained in any such restrictions Indebtedness are not materially no less favorable to the Holders Company in any material respect as determined by the Board of Directors of the Securities Company in their reasonable and good faith judgment than those under the provisions relating to such encumbrance or pursuant restriction contained in agreements referred to the agreement evidencing the Indebtedness so extendedin such clause (b), renewed(d), refinanced (e), (f) or replaced.(g). 88

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of the Restricted Subsidiary Subsidiaries of the Company to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary (except a Foreign Subsidiary) to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock to the Company Stock, or any other Restricted Subsidiary, (b) pay any Indebtedness Indebtedness, owed to the Company or any other of its Restricted SubsidiarySubsidiaries, (cii) make an any Investment in the Company or any other of its Restricted Subsidiary or Subsidiaries, (diii) transfer any of its Properties properties or assets to the Company or any other of its Restricted SubsidiarySubsidiaries or (iv) guarantee any Indebtedness of the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (iA) applicable law, (B) any instrument governing Acquired Indebtedness permitted to be incurred under Section 4.9 which encumbrances or restrictions are not applicable to any Person or the properties or assets of any Person, other than the Person so acquired or its Subsidiaries, or the property or assets of the Person so acquired or its Subsidiaries, (C) any restrictions existing under agreements in effect on the Initial Issuance Date, (D) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary, provided, that such disposition is permitted pursuant to Section 4.10, (E) any agreement governing Indebtedness otherwise permitted under the Indenture restricting the sale or other disposition of property securing such Indebtedness if such agreement does not expressly restrict the ability of a Restricted Subsidiary to pay dividends or to make distributions, loans or advances, (F) the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof, provided that issuance of such preferred stock is permitted pursuant to Section 4.9 and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock), (G) this Indenture, the Existing Indentures, (H) the Credit Agreement or any agreement in effect or entered into on the Issue DateFacility and other Senior Indebtedness, (iiI) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and the like, (J) in the case of clause (iii) above, agreements (1) that restrict in a customary manner the subletting, pledging, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, or (2) existing by virtue of any transfer of, agreement to transfer, option or other instrument right with respect to, or Lien on, any property or assets of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any other Person, or the Properties or assets of any other Person, other than the Person, or the Property or assets of the Person, so acquired, (iii) that constitute customary restrictions in leases and licenses relating to the Property covered thereby and entered into in the ordinary course of business, (iv) contained in agreements governing Indebtedness permitted to be incurred in accordance with this Indenture provided that the restrictions are not materially more restrictive in the aggregate than the restrictions contained in otherwise prohibited by this Indenture, including, without limitation, transfer restrictions on any specific properties or assets that are subject to a sale agreement otherwise permitted pursuant Section 4.10, (vK) existing under any agreement that extends, renews, which refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) any of the agreements containing the restrictions in the foregoing clauses (i)preceding clauses; provided, (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable to the Holders than those contained in the agreements refinanced or replaced or (L) any instrument governing Indebtedness of the Securities Company that is (1) pari passu with the Notes and (2) otherwise permitted under this Indenture, provided that the terms and conditions of any such restrictions are not materially more restrictive than those contained in this Indenture. Nothing contained in this Section 4.8 shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 or pursuant to (2) restricting the agreement evidencing sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness so extended, renewed, refinanced of the Company or replacedany of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The So long as any of the Securities are outstanding, the Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiaryother than the Guarantor) to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions permitted by applicable law on or in respect of its any Capital Stock to of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (bii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (ciii) make an Investment in loans or advances to the Company or any other Restricted Subsidiary or (div) transfer any of its Properties property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Closing Date herein or any other agreements in effect on the Closing Date, except for and any extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Holders than those encumbrances or restrictions (i) pursuant to this Indenture, the Existing Indentures, the Credit Agreement or any agreement that are then in effect and that are being extended, refinanced, renewed or entered into on the Issue Date, replaced; (ii) existing under or by reason of applicable law; (iii) existing with respect to any agreement Person or other instrument the property or assets of a such Person acquired by the Company or any Restricted Subsidiary in existence Subsidiary, existing at the time of such acquisition (but and not created incurred in contemplation thereof), which encumbrance encumbrances or restriction is restrictions are not applicable to any other Person, Person or the Properties property or assets of any other Person, Person other than such Person or the Personproperty or assets of such Person so acquired; (iv) in the case of clause (iv) of the first paragraph of this Section 4.05, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or the Property Lien on, any property or assets of the Person, so acquired, Company or any Restricted Subsidiary not otherwise prohibited by the Indenture or (iiiC) that constitute customary restrictions in leases and licenses relating arising or agreed to the Property covered thereby and entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of any or all of the Capital Stock of, or property and assets of, such Restricted Subsidiary during the period between the execution of such agreement and the closing thereunder within three months of such execution; (vi) with respect to Restricted Subsidiaries in which, on and subsequent to the Closing Date, the Company and other Restricted Subsidiaries only make Investments that are evidenced by unsubordinated promissory notes that bear a reasonable rate of interest and are payable prior to the Stated Maturity of the Securities; provided that such encumbrances and restrictions expressly allow the payment of interest and principal on such promissory notes; or (vii) encumbrances or restrictions solely of the type referred to in clause (iii) or (iv) of the preceding paragraph that are contained in agreements governing Indebtedness permitted to be incurred in accordance with this Indenture any stockholders' agreement, joint venture agreement or similar agreement among owners of Common Stock of a Restricted Subsidiary; provided that such restrictions consist solely of requirements that transactions between such Restricted Subsidiaries and affiliates thereof 52 45 (including the restrictions are Company and its Restricted Subsidiaries) be on fair and reasonable terms no less favorable to such Restricted Subsidiary than could be obtained in a comparable arm's-length transaction with a Person that is not materially more restrictive in the aggregate than the restrictions such an affiliate. Nothing contained in this IndentureSection 4.05 shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (v2) existing under any agreement that extends, renews, refinances restricting the sale or replaces (in whole other disposition of property or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable to the Holders assets of the Securities than those under Company or pursuant to any of its Restricted Subsidiaries that secure Indebtedness of the agreement evidencing the Indebtedness so extended, renewed, refinanced Company or replacedany of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) to (a) (i) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of its Restricted Subsidiaries (A) on its Capital Stock or (B) with respect to any other Restricted Subsidiaryinterest or participation in, or measured by, its profits, or (bii) pay any Indebtedness owed to the Company or any other of its Restricted SubsidiarySubsidiaries, (cb) make an Investment in loans or advances or capital contributions to the Company or any other of its Restricted Subsidiary Subsidiaries, or (dc) sell, lease or transfer any of its Properties properties or assets to the Company or any other of its Restricted SubsidiarySubsidiaries, except for such encumbrances or restrictions existing under or by reasons of (i) pursuant to this Indenture, the Existing Indentures, the Credit Agreement or any agreement Indebtedness as in effect or entered into on the Issue Datedate of the Original Indenture, (ii) the Credit Agreement, provided that the encumbrances or restrictions contained in such agreement as amended, modified, supplemented, restructured, renewed, restated, refunded, replaced or refinanced or extended from time to time on one or more occasions are no more restrictive than those contained in the Credit Agreement as in effect on the date of the Original Indenture, (iii) the Original Indenture and the Existing Notes and this Indenture and the Notes, (iv) applicable law, (v) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries or of any Person that becomes a Restricted Subsidiary as in existence effect at the time of such acquisition or such Person becoming a Restricted Subsidiary (but not created except to the extent such Indebtedness was incurred in connection with or in contemplation thereofof such acquisition or such Person becoming a Restricted Subsidiary), which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, or the Property property or assets of the Person, so acquired, provided that the Consolidated Cash Flow of such Person is not taken into account (iiito the extent of such restriction) that constitute in determining whether such acquisition was permitted by the terms of this Indenture, (vi) restrictions of the nature described in clause (c) above by reason of customary restrictions non-assignment provisions in leases and licenses relating to the Property covered thereby and entered into in the ordinary course of businessbusiness and consistent with past practices, (ivvii) contained purchase money obligations for property acquired in agreements governing Indebtedness permitted to be incurred the ordinary course of business that impose restrictions of the nature described in accordance with this Indenture clause (c) above on the property so acquired, (viii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancings are not materially no more restrictive than those contained in the aggregate than agreements governing the restrictions contained in this IndentureIndebtedness or Disqualified Stock being refinanced, or (vix) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the customary restrictions in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any extent such restrictions are not materially less favorable to restrict the Holders transfer of the Securities than those under or pursuant property subject to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replacedsuch security agreements and mortgages.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) to (ai)(a) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other Restricted Subsidiaryinterest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company or any other of its Restricted SubsidiarySubsidiaries, (cii) make an Investment in loans or advances to the Company or any other of its Restricted Subsidiary Subsidiaries or (diii) transfer any of its Properties properties or assets to the Company or any other of its Restricted Subsidiary, except for such Subsidiaries. The foregoing shall not restrict encumbrances or restrictions existing under or by reason of (ia) pursuant to this Existing Indebtedness as in effect on the date of the Indenture, and any extensions, refinancings, renewals or replacements of any of the Existing Indenturesforegoing; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no more restrictive than those contained in the Credit Agreement initial agreement or any agreement in effect or entered into on the Issue Dateinstrument, (iib) the Indenture, (c) applicable law, (d) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by by, or the properties or assets of which Person are acquired by, the Company or any of its Restricted Subsidiary Subsidiaries as in existence effect at the time of such acquisition (but not created except to the extent such Indebtedness was incurred in connection with or in contemplation thereofof such acquisition or in violation of Section 3.09), which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the PersonPerson (including its Subsidiaries), or the Property property or assets of the PersonPerson (including its Subsidiaries), so acquired, (e) any lease, license, conveyance or contract insofar as the provisions thereof restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to such lease, license, conveyance or 57 contract, (f) purchase money obligations for acquired property that impose restrictions of the nature described in clause (iii) that constitute customary restrictions in leases and licenses relating to above on the Property covered thereby and entered into in the ordinary course of businessproperty so acquired, (ivg) contained in agreements governing Indebtedness permitted to be incurred in accordance with this Indenture Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive than those contained in the aggregate than agreements governing the Indebtedness being refinanced, (h) an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary so long as such agreement is not otherwise prohibited by the Indenture; provided that the restrictions contained in this such agreement are applicable only to such Restricted Subsidiary or its assets and provided further that such sale or disposition is otherwise permitted by the terms of the Indenture, (i) any agreement to transfer, an option or a right with respect to any property of the Company or any of its Restricted Subsidiaries that imposes restrictions of the nature described in clause (iii) above so long as such agreement to transfer, option or right is not otherwise prohibited by the Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstandingj) the agreements containing New Credit Facility and related documentation as the restrictions same is in effect on the foregoing clauses (i), (ii), (iii) date of the Indenture and (iv) as amended or replaced from time to time; provided that no such amendment or replacement is more restrictive as to the matters enumerated above than the New Credit Facility and related documentation as in effect on the date of the Indenture. Nothing contained in this paragraph shall prevent the Company or any Restricted Subsidiary from incurring any Secured Indebtedness or from restricting the sale or other disposition of property or assets that secure such Secured Indebtedness; provided that the terms and conditions incurrence of any such restrictions are not materially less favorable to the Holders of the Securities than those Secured Indebtedness is otherwise permitted under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replacedSection 3.11.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (except a Foreign Subsidiary) to (a1) pay dividends, in cash or otherwise, dividends or make any other distributions permitted by applicable law on or in respect of its any Capital Stock to of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, ; (b2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, ; (c3) make an Investment in loans or advances to the Company or any other Restricted Subsidiary or Subsidiary; or (d4) transfer any of its Properties property or assets to the Company or any other Restricted Subsidiary, except for such . The foregoing provisions shall not restrict any encumbrances or restrictions restrictions: (i1) pursuant to this Indenture, the Existing Indentures, in the Credit Agreement or any agreement other agreements in effect or entered into on the Issue Date, (ii) including this Indenture and the Security Documents and any agreement extensions, refinancings, renewals or replacements of such agreements or other instrument agreements entered into after the Issue Date; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals, replacements or other agreements taken as a whole are not materially less favorable to the Holders than those encumbrances or restrictions that are in effect on the Issue Date; (2) existing from time to time under or by reason of applicable law including rules, policies and regulations of and agreements with any regulatory authority having or claiming jurisdiction over the Company or any Restricted Subsidiary, including, but not limited to the CFTC, the SEC, IIROC or any self regulatory organization of which such Regulated Subsidiary is a member, or the imposition of conditions or requirements pursuant to the enforcement authority of any such regulatory authority or self regulatory organization; (3) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary in existence Subsidiary, existing at the time of such acquisition (but and not created incurred in contemplation thereof), which encumbrance encumbrances or restriction is restrictions are not applicable to the Company or any other Person, Restricted Subsidiary or the Properties or assets of any other Person, other than the Person, or the Property property or assets of the PersonCompany or other Restricted Subsidiary other than such Person or the property or assets of such Person so acquired and any extensions, so acquiredrefinancings, (iii) that constitute customary restrictions in leases and licenses relating to the Property covered thereby and entered into in the ordinary course of business, (iv) contained in agreements governing Indebtedness permitted to be incurred in accordance with this Indenture renewals or replacements thereof; provided that the restrictions are not materially more restrictive in the aggregate than the restrictions contained in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, encumbrances and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions extensions, refinancings, renewals or replacements taken as a whole are not materially less favorable to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (4) in the case of clause (4) of the Securities than those under first paragraph of this Section 4.05: (A) that restrict in a customary manner the subletting, sublicensing, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture; or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary taken as a whole; (5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; (6) restrictions imposed by any agreement evidencing secured by Liens otherwise permitted in Section 4.09 on the Indebtedness so extended, renewed, refinanced assets subject to such Liens; (7) restrictions in the nature of time deposits or replacedother Investments required to be held for fixed periods; or (8) restrictions in the Seller Note.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist come into existence or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: (except a Foreign Subsidiary) to (a1) pay dividends, in cash or otherwise, dividends or make any other distributions distribution on or in respect of its Capital Stock to the Company or any other Restricted Subsidiary, , (b2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, , (c3) make an Investment in loans or advances to the Company or any other Restricted Subsidiary or Subsidiary, or (d4) transfer any of its Properties properties or assets to the Company or any other Restricted Subsidiary. (b) However, except for such encumbrances clause (a) above will not prohibit any encumbrance or restrictions restriction created, existing or becoming effective under or by reason of: (i1) pursuant to this Indenture, the Existing Indentures, the Credit Agreement or any agreement (including the Senior Credit Facility) in effect on the Issue Date; (2) any agreement or entered into instrument with respect to a Person that was not a Restricted Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes (iior became) any agreement a Restricted Subsidiary of the Company and not incurred in connection with, or other instrument of in contemplation of, such Person becoming a Person acquired by Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary in existence at or the time properties or assets of the Company or any Restricted Subsidiary other than such acquisition Subsidiary which is becoming a Restricted Subsidiary; (but not created in contemplation thereof)3) any agreement or instrument governing any Acquired Debt or other agreement of any Person or related to assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiaries, which so long as such encumbrance or restriction (A) was not entered into in contemplation of the acquisition, merger or consolidation transaction, and (B) is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, or the Property property or assets or subsidiaries of the Person, so acquired, so long as the agreement containing such restriction does not violate any other provision of this Indenture; (iii4) any applicable law or any requirement of any regulatory body; (5) the security documents evidencing any Liens securing obligations or Indebtedness that constitute customary limit the right of the debtor to dispose of the assets subject to such Liens; provided that such Liens are permitted to be incurred under the provisions of Section 4.08; (6) provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or restrictions in leases and licenses relating to the Property property covered thereby thereby, or other encumbrances or restrictions in agreements or instruments relating to specific assets or property that restrict generally the transfers of such assets or property, provided, however, that such encumbrances or restrictions do not materially impact the ability of the Company to make payments on the Notes when due as required by the terms of this Indenture; (7) asset sale agreements with respect to asset sales permitted to be made under the provisions of Section 4.14 that limit the transfer of such assets pending the closing of such sale; (8) shareholders’, partnership, joint venture and similar agreements entered into in the ordinary course of business; provided, however, that such encumbrances or restrictions do not apply to any Restricted Subsidiaries other than the applicable company, partnership, joint venture or other entity; and provided, further, however, that such encumbrances and restrictions do not materially impact the ability of the Company to make payments on the Notes when due as required by the terms of this Indenture; (iv9) contained cash or other deposits, or net worth requirements or similar requirements, imposed by suppliers or landlords under contracts entered into in agreements the ordinary course of business; (10) any other Credit Facility governing Indebtedness debt of the Company or any Guarantor, permitted to be incurred in accordance with this Indenture provided by Section 4.06; provided, however, that the such encumbrances or restrictions are not (in the view of the Board of Directors of the Company as expressed in a board resolution thereof) materially more restrictive restrictive, taken as a whole, than those contained in the aggregate than Senior Credit Facility; (11) customary restrictions on the restrictions contained disposition or distribution of assets or property in agreements entered into in the ordinary course of the Oil and Gas Business of the types described in the definition of Permitted Business Investments; and (12) this Indenture, or (v) existing under any agreement agreement, amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the encumbrances or restrictions in the foregoing clauses (i1) through (11), or in this clause (ii12), (iii) and (iv) ; provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities no more restrictive in any material respect taken as a whole than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall Borrower will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) to to: (a) (i) pay dividends, in cash or otherwise, dividends or make any other distributions to the Borrower or any Restricted Subsidiary (1) on or in respect of its Capital Stock or (2) with respect to the Company or any other Restricted Subsidiaryinterest or participation in, or measured by, its profits, or (bii) pay any Indebtedness owed to the Company Borrower or any other Restricted Subsidiary, ; (b) make loans or advances to the Borrower or any Restricted Subsidiary; or (c) make an Investment in the Company sell, lease or any other Restricted Subsidiary or (d) transfer any of its Properties properties or assets to the Company Borrower or any other Restricted Subsidiary, except (in each case) for such encumbrances or restrictions existing under or by reason of: (i) contractual encumbrances or restrictions in effect on the Closing Date, including, without limitation, pursuant to the Senior Secured Credit Facilities and their related documentation; (ii) this Indenture, Agreement and the Existing Indentures, Loans; (iii) purchase money obligations for property acquired in the Credit Agreement ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired; (iv) applicable law or any agreement in effect applicable rule, regulation or entered into on the Issue Date, order; (iiv) any agreement or other instrument of a Person acquired by the Company Borrower or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, or the Property property or assets of the Person, so acquired; (vi) contracts for the sale of assets, (iii) that constitute including, without limitation customary restrictions in leases with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 10.3 and licenses relating 10.4 that limit the right of the debtor to dispose of the Property covered thereby and assets securing such Indebtedness; (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (ix) other Indebtedness, (iv) contained in agreements governing Indebtedness Disqualified Stock or Preferred Stock of Restricted Subsidiaries permitted to be incurred subsequent to the Closing Date pursuant to Section 10.3; (x) customary provisions in accordance with this Indenture provided that the restrictions are not materially more restrictive joint venture agreements and other similar agreements; (xi) customary provisions contained in leases and other agreements entered into in the aggregate than ordinary course of business; (xii) any encumbrances or restrictions of the restrictions contained type referred to in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), ) and (iii) and above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ivi) through (xi) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the terms and conditions of any such restrictions are not materially less favorable to the Holders good faith judgment of the Securities Borrower's Board of Directors, no more restrictive with respect to such encumbrance and other restrictions than those under prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or pursuant refinancing; and (xiii) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Board of Directors of the Borrower, are necessary or advisable to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replacedeffect such Receivables Facility.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not cause or permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause, or enter into any agreement with any Person that would cause or suffer to exist or become effective effective, any consensual encumbrance or restriction of any kind kind, on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) to (ai) pay dividends, in cash or otherwise, or make any other distributions distribution on or in respect of its Capital Stock or any other interest or participation in, or measured by, its profits, to the Company or any other Restricted Subsidiary, (bii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (ciii) make an Investment in loans or advances to, or guarantee any Indebtedness or other obligations of, the Company or any other Restricted Subsidiary or (div) transfer any of its Properties properties or assets to the Company or any other Restricted Subsidiary, except for such encumbrances any encumbrance or restrictions restriction (iA) pursuant with respect to this Indenture, the Existing Indentures, the Credit Agreement or any agreement in effect or entered into a Restricted Subsidiary that is not a Restricted Subsidiary on the Issue Date, (ii) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition Person becomes a Restricted Subsidiary (but not created in contemplation thereof); provided, which encumbrance or restriction is however, that such encumbrances and restrictions are not applicable to the Company or any other PersonRestricted Subsidiary, or the Properties or assets of any other Person, other than the Person, or the Property properties or assets of the Company or any Restricted Subsidiary, other than such Person, so acquired, ; (iiiB) that constitute arising as a result of customary restrictions non-assignment provisions in leases and licenses relating to the Property covered thereby and entered into in the ordinary course of business, ; (ivC) existing under any agreement governing the terms of or otherwise arising as a result of Purchase Money Indebtedness (other than Indebtedness incurred to finance an Asset Acquisition) for property acquired in the ordinary course of business that only imposes encumbrances and restrictions on the property so acquired; (D) contained in agreements governing Indebtedness permitted to be incurred in accordance with this Indenture provided any agreement for the sale or disposition of the Capital Stock or assets of any Restricted Subsidiary; provided, however, that the such encumbrances and restrictions are not materially more restrictive in the aggregate than the restrictions contained described in this Indentureclause (D) are only applicable to such Restricted Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 1011 hereof to the extent applicable thereto; (vE) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) Refinances the agreements containing the encumbrance or restrictions in the foregoing clauses clause (iA); provided, (ii)however, (iii) and (iv) provided that the terms and conditions of any such restrictions permitted under this clause (E) are not materially less favorable to the Holders holders 118 130 of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extendedRefinanced; or (F) in existence as a result of applicable law. (b) After the Securities have been assigned an Investment Grade Rating by both Rating Agencies, renewedand notwithstanding that the Securities may later cease to have an Investment Grade Rating, refinanced or replacedthe Company and the Restricted Subsidiaries will not be subject to the provisions of this Section 1016; provided, that no Default has occurred and is continuing at the time the Securities have been assigned such rating.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in paragraph (b), the Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (except a Foreign Subsidiary) to (a1) pay dividends, in cash or otherwise, dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or in respect of its Capital Stock any other Restricted Subsidiary, (2) pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary, (3) make loans or advances to the Company or any other Restricted Subsidiary, or (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make an Investment in the Company or any other Restricted Subsidiary or (d4) transfer any of its Properties property or assets to the Company or any other Restricted Subsidiary, except for such . (b) The provisions of paragraph (a) do not apply to any encumbrances or restrictions restrictions (i1) pursuant to existing on the Issue Date in this Indenture, the Existing Indentures, the Credit Agreement Indenture or any agreement other agreements in effect or entered into on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing, taken as a whole, are not materially less favorable to the Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (ii2) existing in the Credit Facilities; (3) existing under or by reason of applicable law or governmental regulation; (4) existing (A) with respect to any agreement Person, or other instrument to the property or assets of a any Person, at the time the Person is acquired by the Company or any Restricted Subsidiary, or (B) with respect to any Unrestricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)it is designated or is deemed to become a Restricted Subsidiary, which encumbrance encumbrances or restriction is restrictions (i) are not applicable to any other Person, Person or the Properties property or assets of any other PersonPerson and (ii) were not put in place in anticipation of such event and any extensions, other than the Personrenewals, replacements or the Property or assets refinancings of any of the Person, so acquired, (iii) that constitute customary restrictions in leases foregoing; provided the encumbrances and licenses relating to the Property covered thereby and entered into in the ordinary course of business, (iv) contained in agreements governing Indebtedness permitted to be incurred in accordance with this Indenture provided that the restrictions are not materially more restrictive in the aggregate than the restrictions contained in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i)extension, (ii)renewal, (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders of Noteholders than the Securities than those under encumbrances or pursuant to the agreement evidencing the Indebtedness so restrictions being extended, renewed, refinanced replaced or replaced.refinanced; (5) of the type described in clause (a)

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) to to: (a) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock (it 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 Company or any other Restricted Subsidiary, ability to make distributions on Capital Stock); (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, ; or (c) make an Investment in the Company or any other Restricted Subsidiary or (d) transfer any of its Properties property or assets to the Company or any other Restricted Subsidiary, ; except for such encumbrances or restrictions existing under or by reason of: (i1) pursuant to applicable law; (2) this Indenture, the Existing Indentures, ; (3) the Credit Agreement and/or the documentation for the Credit Agreement; (4) the Senior Notes and Senior Subordinated Notes and/or the documentation for the Senior Notes and Senior Subordinated Notes and/or documentation for the Senior Subordinated Notes, in the case of the Senior Subordinated Notes pending retirement of the Senior Subordinated Notes within 45 days after the Issue Date using the net proceeds of this offering, together with cash on hand and available liquidity; (5) customary non-assignment provisions of any contract or any agreement in effect or entered into on the Issue Date, lease governing a leasehold interest of any Restricted Subsidiary; (ii6) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, Person or the Property properties or assets of the Person, Person so acquired; (7) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (8) any other agreement entered into after the Issue Date which contains encumbrances and restrictions which are not materially more restrictive with respect to any Restricted Subsidiary than those in effect with respect to such Restricted Subsidiary pursuant to agreements as in effect on the Issue Date; (9) any instrument governing Indebtedness of a Foreign Restricted Subsidiary; (10) customary restrictions on the transfer of any property or assets arising under a security agreement governing a Lien permitted under this Indenture; (11) secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.03 and Section 4.15 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (12) any agreement governing Refinancing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (iii4), (6), (7) or (9) above; provided, however, that constitute customary restrictions in leases and licenses the provisions relating to such encumbrance or restriction contained in any such Refinancing Indebtedness are not materially more restrictive than the Property covered thereby and entered into in the ordinary course of business, (iv) provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (6), (7) or (9); (13) any agreement governing the sale or disposition of any Restricted Subsidiary which restricts dividends and distributions pending such sale or disposition; (14) any agreement, instrument or Lien placing encumbrances or restrictions applicable only to a Finance Subsidiary or an Accounts Receivable Entity; or (15) any agreement governing Indebtedness permitted to be incurred in accordance with this Indenture pursuant to Section 4.03; provided that the restrictions provisions relating to such encumbrance or restriction contained in such Indebtedness, taken as a whole, are not materially more restrictive than the provisions contained in the aggregate than the restrictions contained Credit Agreement or in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (Indenture as in whole or in part, and whether or not such prior agreements remain outstanding) effect on the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replacedIssue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions permitted by applicable law on or in respect of its any Capital Stock to of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, Subsidiary (bii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (ciii) make an Investment in loans or advances to the Company or any other Restricted Subsidiary or (div) transfer any of its Properties property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Closing Date in the Credit Agreement, except for this Indenture or any other agreements in effect on the Closing Date, and any modifications, extensions, refinancings, renewals, substitutions or replacements of such agreements; provided that the encumbrances and restrictions in any such modifications, extensions, refinancings, renewals, substitutions or replacements are no less favorable in any material respect to the Holders than those encumbrances or restrictions (i) pursuant to this Indenture, the Existing Indentures, the Credit Agreement or any agreement that are then in effect and that are being modified, extended, refinanced, renewed, substituted or entered into on the Issue Date, replaced; (ii) existing under or by reason of applicable law; (iii) existing with respect to any agreement Person or other instrument the property or assets of a such Person acquired by the Company or any Restricted Subsidiary in existence Subsidiary, existing at the time of such acquisition (but and not created incurred in contemplation thereof), which encumbrance encumbrances or restriction is restrictions are not applicable to any other Person, Person or the Properties property or assets of any other Person, Person other than such Person or the Personproperty or assets of such Person so acquired; (iv) in the case of clause (iv) of the first paragraph of this Section 4.11 (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or the Property Lien on, any property or assets of the Person, so acquired, Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (iiiC) that constitute customary restrictions in leases and licenses relating arising or agreed to the Property covered thereby and entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; (ivv) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; or (vi) contained in agreements governing the terms of any Indebtedness permitted or any agreement pursuant to be incurred which such Indebtedness was issued if (A) the encumbrance or restriction applies only in accordance the event of a payment default or a default with this Indenture provided that respect to a financial covenant contained in such Indebtedness or agreement (other than a covenant directly or indirectly including such encumbrance or restriction itself), (B) the restrictions are encumbrance or restriction is not materially more restrictive in the aggregate than the restrictions contained in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable disadvantageous to the Holders of the Securities Notes than those under is customary in comparable financings and (C) the Company determines that any such encumbrance or pursuant restriction will not materially affect the Company's ability to make principal or interest payments on the agreement evidencing Notes. Nothing contained in this Section 4.11 shall prevent the Indebtedness so extendedCompany or any Restricted Subsidiary from (1) creating, renewedincurring, refinanced assuming or replaced.suffering to exist any Liens otherwise permitted in Section 4.9 or (2) restricting the sale or other disposition

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions permitted by applicable law on or in respect of its any Capital Stock to of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (bii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (ciii) make an Investment in loans or advances to the Company or any other Restricted Subsidiary or (div) transfer any of its Properties property or assets to the Company or any other Restricted Subsidiary, except for such . The foregoing provisions shall not restrict any encumbrances or restrictions restrictions: (i) pursuant to existing on the Closing Date in the New Credit Facility, this Indenture, the Existing Indentures, the Credit Agreement ResNet Transaction Documents or any agreement other agreements in effect or entered into on the Issue Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law; (iii) existing with respect to any agreement Person or other instrument the property or assets of a such Person acquired by the Company or any Restricted Subsidiary in existence Subsidiary, existing at the time of such acquisition (but and not created incurred in contemplation thereof), which encumbrance encumbrances or restriction is restrictions are not applicable to any other Person, Person or the Properties property or assets of any other Person, Person other than such Person or the Personproperty or assets of such Person so acquired; (iv) in the case of clause (iv) of the first paragraph of this Section 4.05, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or the Property Lien on, any property or assets of the Person, so acquired, Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (iiiC) that constitute customary restrictions in leases and licenses relating arising or agreed to the Property covered thereby and entered into in the ordinary course of business, (iv) contained in agreements governing Indebtedness permitted not relating to be incurred in accordance with this Indenture provided any Indebtedness, and that the restrictions are not materially more restrictive do not, individually or in the aggregate than aggregate, detract from the restrictions contained value of property or assets of the Company or any Restricted Subsidiary in this Indenture, any manner material to the Company or any Restricted Subsidiary; or (v) existing under any with respect to a Restricted Subsidiary and imposed pursuant to an agreement that extends, renews, refinances has been entered into for the sale or replaces (in whole disposition of all or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable to the Holders substantially all of the Securities than those under Capital Stock of, or pursuant property and assets of, such Restricted Subsidiary. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted by the agreement evidencing Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness so extended, renewed, refinanced of the Company or replacedany of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall Xxxxxx Publishing will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of Xxxxxx Publishing to: (except a Foreign Subsidiary) to (a1) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock to the Company or any other Restricted Subsidiary, Stock; (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c2) make an Investment in the Company loans or advances to Xxxxxx Publishing or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to Xxxxxx Publishing or any other Restricted Subsidiary of Xxxxxx Publishing; or (d3) transfer any of its Properties property or assets to the Company Xxxxxx Publishing or any other Restricted SubsidiarySubsidiary of Xxxxxx Publishing, except in each case for such encumbrances or restrictions existing under or by reason of: (ia) pursuant to this Indenture, applicable law; (b) the Existing Indentures, the Credit Agreement Indenture Documents; (c) customary non-assignment provisions of any contract or any agreement in effect or entered into on the Issue Date, (ii) any agreement or other instrument lease governing a leasehold interest of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition Xxxxxx Publishing; (but not created in contemplation thereof)d) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, Person or the Property properties or assets of the Person, Person so acquired; (e) the Tranche A Loan, the Tranche B Loan, the Refinanced Debt and the Working Capital Facility; (iiif) that constitute customary restrictions in leases and licenses relating to the Property covered thereby and entered into in the ordinary course of business, (iv) contained in agreements an agreement governing Indebtedness other Senior Debt or Guarantor Senior Debt permitted to be incurred in accordance with this Indenture provided that the restrictions are not materially more restrictive in the aggregate than the restrictions contained in under this Indenture; provided, or (v) existing under however, that, with respect to any agreement that extendsgoverning such other Senior Debt or Guarantor Senior Debt, renews, refinances the provisions relating to such encumbrance or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions restriction are not materially no less favorable to Xxxxxx Publishing in any material respect as determined by the Holders Board of Directors of Xxxxxx Publishing in its reasonable and good faith judgment than the Securities than those under or pursuant to provisions contained in the agreement evidencing Tranche A Loan as in effect on the Indebtedness so extended, renewed, refinanced or replaced.Issue Date;

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to: (except a Foreign Subsidiary) to (a1) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock Stock; (2) make loans or advances or to the Company or any other Restricted Subsidiary, (b) pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, Subsidiary of the Company; or (c) make an Investment in the Company or any other Restricted Subsidiary or (d3) transfer any of its Properties property or assets to the Company or any other Restricted SubsidiarySubsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (ia) pursuant to applicable law, rule or regulation; (b) this Indenture, the Existing Indentures, the Credit Agreement ; (c) customary non-assignment provisions of any lease or any agreement in effect or entered into on the Issue Date, (ii) any agreement or other instrument license of a Person acquired by the Company or any Restricted Subsidiary in existence at of the time Company to the extent such provisions restrict the transfer of such acquisition the lease or license or the property leased or licensed thereunder; (but not created in contemplation thereof)d) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, Person or the Property properties or assets of the Person, Person so acquired, ; (iiie) that constitute customary restrictions in leases the Credit Agreement (and licenses relating all replacements or substitutions thereof on terms no more adverse to the Property covered thereby Holders and no less favorable or more onerous to the Company and its Restricted Subsidiaries) and the Collateral Agreements; (f) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date (and all replacements or substitutions thereof on terms no more adverse to the Holders and no less favorable or more onerous to the Company and its Restricted Subsidiaries); (g) restrictions on the transfer of assets subject to any Lien permitted under this Indenture; (h) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (i) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business, ; (ivj) contained in agreements governing Indebtedness permitted to be incurred in accordance with this Indenture provided that the restrictions are not materially more restrictive in the aggregate than the restrictions contained in the terms of the Purchase Money Indebtedness or Capitalized Lease Obligations not incurred in violation of this Indenture; provided, or that such restrictions relate only to the assets financed with such Indebtedness; (vk) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in other Indebtedness incurred in compliance with Section 4.08; provided that such restrictions, taken as a whole, are, in the foregoing good faith judgment of the Company’s Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clauses (ib), (iie) and (f) above; (l) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business; (m) restrictions on the ability of any Foreign Restricted Subsidiary to make dividends or other distributions resulting from the operation of covenants contained in documentation governing Indebtedness of such Subsidiary permitted under this Indenture; or (n) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (b), (iiid), (e) and or (ivf) provided above; provided, however, that the terms and conditions of provisions relating to such encumbrance or restriction contained in any such restrictions Indebtedness are not materially no less favorable to the Holders Company in any material respect as determined by the Board of Directors of the Securities Company in their reasonable and good faith judgment than those under the provisions relating to such encumbrance or pursuant restriction contained in agreements referred to the agreement evidencing the Indebtedness so extendedin such clause (b), renewed(d), refinanced (e) or replaced(f).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) to to: (a) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other Restricted Subsidiaryinterest or participation in, (b) or measured by, its profits, or pay any Indebtedness owed to the Company or any other of its Restricted Subsidiary, Subsidiaries; (cb) make an Investment in loans or advances to the Company or any other of its Restricted Subsidiary or Subsidiaries; or (dc) transfer any of its Properties properties or assets to the Company or any other of its Restricted SubsidiarySubsidiaries; provided, except for such however, that the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (i1) pursuant the ABL Facility as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of such agreement; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not, in the good faith judgment of the Company’s Board of Directors, materially less favorable, taken as a whole, to the Holders than those contained in that agreement on the Issue Date; (2) this Indenture, the Existing IndenturesNotes, the Credit Agreement Note Guarantees and the Collateral Documents; (3) applicable law, rule, regulation, order, approval, license, permit or any agreement in effect or entered into on the Issue Date, similar restriction; (ii4) (i) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary Subsidiaries as in existence effect at the time of such acquisition (but not created except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, or the Property property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; and (iiiii) any amendment, modification, renewal, replacement or refinancing thereof; provided, however, that constitute customary the encumbrances or restrictions in any such amendment, modification, renewal, replacement or refinancing are not, in the good faith judgment of the Company’s Board of Directors, materially less favorable, taken as a whole, to the Holders than such encumbrances or restrictions prior to such amendment, modification, renewal, replacement or refinancing; (5) customary non-assignment or sub-letting provisions in contracts, leases and licenses relating to the Property covered thereby and entered into in the ordinary course of business; (6) any agreement for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions, loans or transfers by that Restricted Subsidiary pending the sale or other disposition; (iv7) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not, in the good faith judgment of the Company’s Board of Directors, materially less favorable, taken as a whole, to the Holders than those contained in the agreements governing the Indebtedness being refinanced, extended, renewed, refunded, refinanced, replaced, defeased or discharged; (8) Liens permitted to be incurred under the provisions of Section 4.20 that limit the right of the debtor to dispose of the assets subject to such Liens; (9) Provisions limiting the disposition or distribution of assets or property in accordance joint venture agreements, asset sale agreements, limited liability company organizational documents, sale-leaseback agreements, stock sale agreements, stockholder agreements and other similar agreements entered into with this Indenture the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (10) restrictions on cash or other deposits or net worth imposed by suppliers, landlords or customers or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; and (11) other Indebtedness or Disqualified Stock, preferred stock or Incentive Stock of Restricted Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.12; provided that the encumbrances or restrictions imposed thereby are not materially more restrictive in the aggregate than the restrictions contained in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, ordinary and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable customary with respect to the Holders type of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replacedincurred.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary of the Company to: (except a Foreign Subsidiary) to (a1) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock to the Company Stock; (2) make loans or any other Restricted Subsidiary, (b) advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, Subsidiary of the Company; or (c) make an Investment in the Company or any other Restricted Subsidiary or (d3) transfer any of its Properties property or assets to the Company or any other Restricted SubsidiarySubsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (iA) pursuant to applicable law, rule, regulation or order; (B) the Notes (including the Exchange Notes) or this Indenture, the Existing Indentures, the Credit Agreement ; (C) non-assignment provisions of any contract or any agreement in effect or lease of any Restricted Subsidiary of the Company entered into on in the Issue Date, ordinary course of business; (iiD) any agreement instrument governing Acquired Indebtedness or other instrument Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)Subsidiaries, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, Person or the Property properties or assets of the Person, Person so acquired, ; (iiiE) that constitute customary restrictions in leases and licenses relating agreements existing on the Issue Date to the Property covered thereby extent and in the manner such agreements are in effect on the Issue Date, including the New Credit Facility and the Bridge Facility; (F) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (G) with respect to clause (3) above only, restrictions imposed by any agreement to sell assets permitted under this Indenture to any Person pending the closing of such sale; (H) any agreement or instrument governing Capital Stock of any Person that is acquired if such agreement or instrument was entered into prior to the date on which such Person was acquired and not in contemplation of such Person being acquired; (I) any Securitization 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; (J) other Indebtedness outstanding on the Issue Date or permitted to be issued or incurred under this Indenture; provided that any such encumbrances and restrictions with respect to the Restricted Subsidiaries of the Company contained in any agreement governing such Indebtedness are not materially more restrictive with respect to such Restricted Subsidiaries (when taken as a whole) than the encumbrances and restrictions contained in agreements in effect on the Issue Date, or, in the case of any Credit Facility, those contained in the New Credit Facility and the Bridge Facility, and the Board of Directors of the Company determines in good faith that any such encumbrance or restriction included in the agreement governing such Indebtedness will not materially adversely affect the Company’s ability to make timely payment of interest, premium (if any) or principal on the Notes when due; (K) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, ; (ivL) contained purchase money obligations for property acquired in agreements governing Indebtedness permitted to be incurred the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in accordance with this Indenture clause (3) of the preceding paragraph; (M) any agreement for the sale or other disposition of all or substantially all of the Capital Stock of a Restricted Subsidiary of the Company (other than Finance Corp. and Xxxx Rental) that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; provided that at the time such agreement is entered into, the Board of Directors of the Company determines in good faith that any such encumbrance or restriction included in such agreement will not materially affect the Company’s ability to make timely payment of interest, premium (if any) or principal on the Notes when due; (N) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors of the Company, which limitation is applicable only to the assets that are the subject of such agreements; and (O) any encumbrances or restrictions are imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (N) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company (evidenced by a Board Resolution), whose judgment shall be conclusively binding, not materially more restrictive restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the aggregate than the dividend or other payment restrictions contained in this Indentureprior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replacedrefinancing.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions permitted by applicable law on or in respect of its any Capital Stock to of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (bii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (ciii) make an Investment in loans or advances to the Company or any other Restricted Subsidiary or (div) transfer any of its Properties property or assets to the Company or any other Restricted Subsidiary, except for such . The foregoing provisions shall not restrict any encumbrances or restrictions restrictions: (i) pursuant to existing on the Closing Date in the Credit Agreements, this IndentureIndenture or any other agreements in effect on the Closing Date (and upon consummation of the JSC 50 Transaction, existing on the Existing Indentures, JSC Transaction Date in the JSC Credit Agreement or any agreement other agreements in effect or entered into on the Issue DateJSC Transaction Date under which JSC or any of its Subsidiaries is a party or any of their assets are bound), and any extensions, refinancings, renewals or replacements of any of the foregoing; PROVIDED that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are not materially less favorable taken as a whole to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law; (iii) existing with respect to any agreement Person or other instrument the property or assets of a such Person acquired by the Company or any Restricted Subsidiary in existence Subsidiary, existing at the time of such acquisition (but and not created incurred in contemplation thereof), which encumbrance encumbrances or restriction is restrictions are not applicable to any other Person, Person or the Properties property or assets of any other Person, Person other than such Person or the Personproperty or assets of such Person so acquired; (iv) in the case of clause (iv) of the first paragraph of this SECTION 4.05, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or the Property Lien on, any property or assets of the PersonCompany or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) arising or agreed to in the ordinary course of business, so acquired, (iii) that constitute customary restrictions in leases and licenses not relating to any Indebtedness, and that do not, individually or in the Property covered thereby aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company and its Restricted Subsidiaries taken as a whole; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; (vi) customary provisions with respect to the 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, ; (ivvii) contained in agreements any agreement or instrument governing Indebtedness (whether or not outstanding) of any Foreign Subsidiary of the Company permitted to be incurred in accordance with this Indenture provided that pursuant to clause (x) under SECTION 4.03 so long as (1) such agreement or instrument is not applicable to any Person or the restrictions property or assets of any Person other than such Foreign Subsidiary or the property or assets of such Foreign Subsidiary and its Foreign Subsidiaries and (2) not more than 20% of such Foreign Subsidiary's assets are not materially more restrictive located in the aggregate than the restrictions United States; and (viii) any restriction in any agreement or instrument of a Receivables Subsidiary governing a Qualified Securitization Transaction. Nothing contained in this IndentureSECTION 4.05 shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted by SECTION 4.09 or (v2) existing under any agreement that extends, renews, refinances restricting the sale or replaces (in whole other disposition of property or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable to the Holders assets of the Securities than those under Company or pursuant to any of its Restricted Subsidiaries that secure Indebtedness of the agreement evidencing the Indebtedness so extended, renewed, refinanced Company or replacedany of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to: (except a Foreign Subsidiary) to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock Stock; (ii) make loans or advances to the Company or any other Restricted Subsidiary, (b) Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, Subsidiary of the Company; or (c) make an Investment in the Company or any other Restricted Subsidiary or (diii) transfer any of its Properties property or assets to the Company or any other Restricted SubsidiarySubsidiary of the Company, except in each case for such encumbrances or restrictions existing under or by reason of: (ib) pursuant to this Indentureapplicable law, rule, regulation or order; (c) the Existing Indentures, Indenture and the Securities; (d) the Credit Agreement Agreement; (e) customary non-assignment and similar provisions of any contract, lease or any agreement in effect or license entered into on in the Issue Date, ordinary course of business; (iif) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, Person or the Property properties or assets of the Person, Person so acquired; (g) agreements existing on the Issue Date and any amendments, (iii) that constitute customary restrictions in leases and licenses relating restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements to the Property covered thereby extent and entered into in the ordinary course of business, (iv) contained manner such agreements are in agreements governing Indebtedness permitted to be incurred in accordance with this Indenture effect on the Issue Date; provided that the restrictions amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive in the aggregate restrictive, taken as a whole, with respect to such dividend and other payment restrictions than the restrictions those contained in this Indenture, those agreements on the Issue Date (as determined in good faith by the Board of Directors of the Company); (h) any encumbrance or restriction on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Lien; (vi) existing under restrictions imposed by any agreement that extends, renews, refinances to sell assets or replaces (in whole or in part, and whether or not Capital Stock permitted under the Indenture to any Person pending the closing of such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced.sale;

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist come into existence or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: (except a Foreign Subsidiary) to (a1) pay dividends, in cash or otherwise, dividends or make any other distributions distribution on or in respect of its Capital Stock to the Company or any other Restricted Subsidiary, ; (b2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, ; (c3) make an Investment in loans or advances to the Company or any other Restricted Subsidiary or Subsidiary; or (d4) transfer any of its Properties properties or assets to the Company or any other Restricted Subsidiary. (b) However, except for such encumbrances Section 4.10(a) above will not prohibit any encumbrance or restrictions restriction created, existing or becoming effective under or by reason of: (i1) pursuant to this Indenture, the Existing Indentures, the Credit Agreement or any agreement (including the Senior Credit Facility) in effect on the Issue Date; (2) any agreement or entered into instrument with respect to a Person that was not a Restricted Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes (iior became) any agreement a Restricted Subsidiary of the Company and not incurred in connection with, or other instrument of in contemplation of, such Person becoming a Person acquired by Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary in existence at or the time properties or assets of the Company or any Restricted Subsidiary other than such acquisition Subsidiary which is becoming a Restricted Subsidiary; (but not created in contemplation thereof)3) any agreement or instrument governing any Acquired Debt or other agreement of any Person or related to assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiaries, which so long as such encumbrance or restriction (A) was not entered into in contemplation of the acquisition, merger or consolidation transaction, and (B) is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, or the Property property or assets or subsidiaries of the Person, so acquired, so long as the agreement containing such restriction does not violate any other provision of this Indenture; (iii4) any applicable law or any requirement of any regulatory body; (5) the security documents evidencing any Liens securing obligations or Indebtedness that constitute customary limit the right of the debtor to dispose of the assets subject to such Liens; provided that such Liens are permitted to be incurred under the provisions of Section 4.08; (6) provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or restrictions in leases and licenses relating to the Property property covered thereby thereby, or other encumbrances or restrictions in agreements or instruments relating to specific assets or property that restrict generally the transfers of such assets or property, provided, however, that such encumbrances or restrictions do not materially impact the ability of the Company to make payments on the Notes when due as required by the terms of this Indenture; (7) asset sale agreements with respect to asset sales permitted to be made under the provisions of Section 4.14 that limit the transfer of such assets pending the closing of such sale; (8) shareholders’, partnership, joint venture and similar agreements entered into in the ordinary course of business; provided, however, that such encumbrances or restrictions do not apply to any Restricted Subsidiaries other than the applicable company, partnership, joint venture or other entity; and provided, further, however, that such encumbrances and restrictions do not materially impact the ability of the Company to make payments on the Notes when due as required by the terms of this Indenture; (iv9) contained cash or other deposits, or net worth requirements or similar requirements, imposed by suppliers or landlords under contracts entered into in agreements the ordinary course of business; (10) any other Credit Facility governing Indebtedness debt of the Company or any Guarantor, permitted to be incurred in accordance with this Indenture provided by Section 4.06; provided, however, that the such encumbrances or restrictions are not (in the view of the Board of Directors of the Company as expressed in a board resolution thereof) materially more restrictive restrictive, taken as a whole, than those contained in the aggregate than Senior Credit Facility; (11) customary restrictions on the restrictions contained disposition or distribution of assets or property in agreements entered into in the ordinary course of the Oil and Gas Business of the types described in the definition of Permitted Business Investments; and (12) this Indenture, or (v) existing under any agreement agreement, amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the encumbrances or restrictions in the foregoing clauses (i1) through (11), or in this clause (ii12), (iii) and (iv) ; provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities no more restrictive in any material respect taken as a whole than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions permitted by applicable law on or in respect of its any Capital Stock to of 49 such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (bii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (ciii) make an Investment in loans or advances to the Company or any other Restricted Subsidiary or (div) transfer any of its Properties property or assets to the Company or any other Restricted Subsidiary, except for such . The foregoing provisions shall not restrict any encumbrances or restrictions restrictions: (i) pursuant to existing on the Closing Date in the Credit Agreements, this IndentureIndenture or any other agreements in effect on the Closing Date (and upon consummation of the JSC Transaction, existing on the Existing Indentures, JSC Transaction Date in the JSC Credit Agreement or any agreement other agreements in effect or entered into on the Issue DateJSC Transaction Date under which JSC or any of its Subsidiaries is a party or any of their assets are bound), and any extensions, refinancings, renewals or replacements of any of the foregoing; PROVIDED that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are not materially less favorable taken as a whole to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law; (iii) existing with respect to any agreement Person or other instrument the property or assets of a such Person acquired by the Company or any Restricted Subsidiary in existence Subsidiary, existing at the time of such acquisition (but and not created incurred in contemplation thereof), which encumbrance encumbrances or restriction is restrictions are not applicable to any other Person, Person or the Properties property or assets of any other Person, Person other than such Person or the Personproperty or assets of such Person so acquired; (iv) in the case of clause (iv) of the first paragraph of this SECTION 4.05, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or the Property Lien on, any property or assets of the PersonCompany or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) arising or agreed to in the ordinary course of business, so acquired, (iii) that constitute customary restrictions in leases and licenses not relating to any Indebtedness, and that do not, individually or in the Property covered thereby aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company and its Restricted Subsidiaries taken as a whole; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; (vi) customary provisions with respect to the 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, ; (ivvii) contained in agreements any agreement or instrument governing Indebtedness (whether or not outstanding) of any Foreign Subsidiary of the Company permitted to be incurred in accordance with this Indenture provided that pursuant to clause (x) under SECTION 4.03 so long as (1) such agreement or instrument is not 50 applicable to any Person or the restrictions property or assets of any Person other than such Foreign Subsidiary or the property or assets of such Foreign Subsidiary and its Foreign Subsidiaries and (2) not more than 20% of such Foreign Subsidiary's assets are not materially more restrictive located in the aggregate than the restrictions United States; and (viii) any restriction in any agreement or instrument of a Receivables Subsidiary governing a Qualified Securitization Transaction. Nothing contained in this IndentureSECTION 4.05 shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted by SECTION 4.09 or (v2) existing under any agreement that extends, renews, refinances restricting the sale or replaces (in whole other disposition of property or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable to the Holders assets of the Securities than those under Company or pursuant to any of its Restricted Subsidiaries that secure Indebtedness of the agreement evidencing the Indebtedness so extended, renewed, refinanced Company or replacedany of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to: (except a Foreign Subsidiary) to (a1) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock to the Company or any other Restricted SubsidiarySubsidiary of the Company (a) on its Capital Stock, or (b) pay with respect to any other interest or participation in, or measured by, its profits, or (2) repay any Indebtedness or any other obligation owed to the Company or any other Restricted Subsidiary, Subsidiary of the Company, (c3) make an Investment in loans or advances or capital contributions to the Company or any other of its Restricted Subsidiary or Subsidiaries or (d4) transfer any of its Properties properties or assets to the Company or any other of its Restricted SubsidiarySubsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i1) pursuant encumbrances or restrictions existing on the Issue Date to this Indenture, the Existing Indentures, extent and in the Credit Agreement or any agreement manner such encumbrances and restrictions are in effect or entered into on the Issue Date, (2) the Indenture, the Notes and the Guarantees, (ii3) applicable law, (4) contracts to which any agreement Person who is acquired in accordance with the terms of this Indenture is a party, including any instrument governing Acquired Indebtedness or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)Capital Stock, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, or the Property property or assets of the Person (including any Subsidiary of the Person), so acquired, (5) customary non-assignment provisions in leases or other agreements entered in the ordinary course of business and consistent with past practices, (6) Refinancing Indebtedness; provided that such restrictions are no more restrictive than those contained in the agreements governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, (iii7) that constitute customary restrictions in leases and licenses relating Capitalized Lease Obligations, security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the Property covered thereby extent such restrictions restrict the transfer of the property subject to such Capitalized Lease Obligations, security agreements and mortgages, (8) customary restrictions with respect to a Restricted Subsidiary of the Company 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, (9) contracts entered into in the ordinary course of business, (iv) contained in agreements governing Indebtedness permitted not relating to be incurred in accordance with this Indenture provided any Indebtedness, and that the restrictions are not materially more restrictive do not, individually or in the aggregate than aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary, (10) restrictions contained on cash or other deposits or net worth imposed by customers under contracts (not evidencing or relating to Indebtedness) entered into the ordinary course of business, (11) customary provisions in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces joint venture agreements and other similar agreements (in whole each case relating solely to the respective joint venture or in part, and whether similar entity or not such prior agreements remain outstandingthe equity interests therein) the agreements containing the restrictions entered into in the foregoing clauses ordinary course of business, (i), (ii), (iii12) and (iv) provided that the terms and conditions customary provisions restricting dispositions of real property interests set forth in any such restrictions are not materially less favorable to the Holders reciprocal easement agreements of the Securities than those Company or any Restricted Subsidiary, or (13) with respect to a Receivables Subsidiary, an agreement relating to Indebtedness of such Receivables Subsidiary which is permitted under Section 4.10 or pursuant to the an agreement evidencing the Indebtedness so extended, renewed, refinanced or replacedrelating to a Permitted Receivables Financing by such Receivables Subsidiary.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary other than a New Business Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions permitted by applicable law on or in respect of its any Capital Stock to of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (bii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (ciii) make an Investment in loans or advances to the Company or any other Restricted Subsidiary or (div) transfer any of its Properties property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Closing Date in this Indenture or any other agreements in effect on the Closing Date, except for and any amendments, extensions, refinancings, renewals or replacements of such agreements; provided that the amendments, encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Holders than those encumbrances or restrictions (i) pursuant to this Indenture, the Existing Indentures, the Credit Agreement or any agreement that are then in effect and that are being extended, refinanced, renewed or entered into on the Issue Date, replaced; (ii) existing under or by reason of applicable law; (iii) existing with respect to any agreement Person or other instrument the property or assets of a such Person acquired by the Company or any Restricted Subsidiary in existence Subsidiary, existing at the time of such acquisition (but and not created incurred in contemplation thereof), which encumbrance encumbrances or restriction is restrictions are not applicable to any other Person, Person or the Properties property or assets of any other Person, Person other than such Person or the Personproperty or assets of such Person so acquired; (iv) in the case of clause (iv) of the first paragraph of this Section 4.05, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or the Property Lien on, any property or assets of the Person, so acquired, Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (iiiC) that constitute customary restrictions in leases and licenses relating arising or agreed to the Property covered thereby and entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; (ivv) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; or (vi) contained in agreements governing the terms of any Indebtedness permitted or any agreement pursuant to be incurred which such Indebtedness was issued if (A) the encumbrance or restriction applies only in accordance the event of a payment default or a default with this Indenture provided that respect to a financial covenant contained in such Indebtedness or agreement, (B) the restrictions are encumbrance or restriction is not materially more restrictive in the aggregate than the restrictions contained in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable disadvantageous to the Holders of the Securities Notes than those under is customary in comparable financings (as determined by the Company) and (C) the Company determines that any such encumbrance or pursuant restriction will not materially affect the Company's ability to make principal or interest payments on the agreement evidencing Notes. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness so extended, renewed, refinanced of the Company or replacedany of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall Issuers will not, and shall will not cause or permit any of their Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Issuers to: (except a Foreign Subsidiary) to (a1) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock (it 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 make distributions on Capital Stock); (2) make loans or advances to the Company or any other Restricted Subsidiary, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make an Investment in the Company Issuers or any other Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Issuers or any other Restricted Subsidiary of the Issuers (dit being understood that the subordination of loans or advances made to the Issuers or any Restricted Subsidiary to other Indebtedness incurred by the Issuers or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) transfer any of its Properties property or assets to the Company Issuers or any other Restricted Subsidiary, Subsidiary of the Issuers; except in each case for such encumbrances or restrictions existing under or by reason of (ia) pursuant to applicable law, rule, regulation or order; (b) this Indenture, the Existing Indentures, the Credit Agreement ; (c) customary non-assignment provisions of any contract or any agreement in effect or entered into on the Issue Date, (ii) any agreement or other instrument lease governing a leasehold interest of a Person acquired by the Company or any Restricted Subsidiary in existence at of the time of such acquisition Issuers; (but not created in contemplation thereof)d) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, Person or the Property properties or assets of the Person, Person so acquired, ; (iiie) that constitute customary restrictions in leases and licenses relating agreements existing on the Issue Date to the Property covered thereby extent and in the manner such agreements are in effect on the Issue Date; (f) the Credit Agreement; (g) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person; (i) customary provisions in shareholders', partnership, limited liability company and joint venture agreements and other similar agreements (in each case relating solely to the respective corporation, partnership, limited liability company, joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business, ; (ivj) contained in agreements an agreement governing Indebtedness permitted incurred to be Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in accordance with this Indenture provided that the restrictions are not materially more restrictive in the aggregate than the restrictions contained in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (ib), (iid), (iiie), (f) and (ivg) provided above; provided, however, that the terms and conditions of provisions relating to such encumbrance or restriction contained in any such restrictions Indebtedness are not materially no less favorable to the Holders Issuers in any material respect as determined by the Boards of Directors of the Securities Issuers in their reasonable and good faith judgment than those the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (b), (d), (e), (f) and (g); and (k) restrictions on cash or other deposits imposed by customers under or pursuant to contracts entered into in the agreement evidencing the Indebtedness so extended, renewed, refinanced or replacedordinary course of business.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) of the Company to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock to the Company or any other Restricted Subsidiary, (b) pay any Indebtedness Debt owed to the Company or any other a Restricted SubsidiarySubsidiary of the Company, (cii) make an Investment in loans or advances to the Company or any other a Restricted Subsidiary of the Company or (diii) transfer any of its Properties properties or assets to the Company or any other Restricted SubsidiaryCompany, except for such encumbrances or restrictions existing under or by reason of (iA) pursuant to this applicable law, (B) the Indenture, the Existing Indentures, the Credit Agreement or any agreement in effect or entered into (C) agreements existing on the Issue Date, (iiD) the Credit Facility, (E) customary non-assignment provisions of any lease or contract governing a leasehold interest of the Company or a Restricted Subsidiary of the Company, (F) any agreement instrument governing or other instrument evidencing Acquired Debt of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)acquisition, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, or the Property such Person's property or assets of the Personassets, so acquired, (iii) PROVIDED that constitute customary restrictions such Debt, and such encumbrance or restriction, is not incurred in leases and licenses relating to the Property covered thereby and entered into connection with, or in the ordinary course of businesscontemplation of, such acquisition, (ivG) contained in agreements governing Indebtedness permitted to be incurred in accordance with this Indenture provided that the restrictions are not materially more restrictive in the aggregate than the any encumbrances or restrictions contained in this Indenture, any Debt governing any refinancings of the Debt or renewals of other agreements referred to in clauses (C) or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (iF), (ii), (iii) and (iv) provided PROVIDED that the terms encumbrances and conditions of restrictions contained in any such restrictions refinancing agreement or amendment, supplement, renewal or other modification are not materially less favorable to the Holders than encumbrances and restrictions contained in such agreements, (H) customary restrictions on such dividends, distributions, loans, advances or transfers contained in agreements governing joint operating agreements and joint ventures and shareholders agreements with minority shareholders, (I) restrictions with respect to a Person that exist at the time such Person is acquired by the Company or any Restricted Subsidiary (except to the extent put in place in connection with or in contemplation of such acquisition), which restrictions are not applicable to any Person, or the properties or assets of any Person, other than the Person or the property or assets of the Securities than those under or pursuant Person so acquired, (J) restrictions in agreements governing Debt incurred after the Issue Date that are, taken as a whole, no less favorable in any material respect to the Holders than restrictions contained in agreements governing Debt in effect on the Issue Date, (K) customary restrictions on transfer of assets subject to a sale agreement evidencing entered into in compliance with the Indebtedness so extended, renewed, refinanced or replacedIndenture and (L) restrictions on assignment of assets arising from Liens on such assets that are permitted under this Indenture.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in paragraph (b), the Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: (except a Foreign Subsidiary) to (a1) pay dividends, in cash or otherwise, dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary (it being understood that the priority of any Preferred Stock in respect of its receiving dividends or liquidating distributions prior to dividends or liquidating distributions paid on Common Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock Stock); (2) make loans or advances to the Company or any other Restricted Subsidiary, ; or (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make an Investment in the Company or any other Restricted Subsidiary or (d3) transfer any of its Properties property or assets to the Company or any other Restricted Subsidiary. (b) The provisions of Section 4.10(a) do not apply to any encumbrances or restrictions (1) in this Indenture, except for such the Notes, the Note Guarantees or any other agreements in effect on the Issue Date; (2) existing (A) with respect to any Person, or to the property or assets of any Person, at the time the Person is acquired by the Company or any Restricted Subsidiary, or (B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions are not applicable to any other Person or the property or assets of any other Person; (i) pursuant to customary provisions in agreements and documents relating to the ordinary course sales and transfer of the Company’s products and services, including in any leases, licenses, and other similar agreements entered into in the ordinary course of business; (ii) relating to contracts entered into in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, detract from the value of property or assets of any Restricted Subsidiary in any manner material to any such Restricted Subsidiary; or (iii) on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (4) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (5) pursuant to Purchase Money Debt or Capital Lease obligations permitted by this IndentureIndenture that impose encumbrances or restrictions on the property or assets so acquired; (6) (i) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, the Existing IndenturesRestricted Subsidiary that is permitted by Section 4.13 pending the sale or other disposition; and (ii) limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the Credit Agreement assets that are the subject of such agreements, or any agreement customary provisions in effect or partnership agreements, limited liability company organizational governance documents, and other similar agreements entered into on in the Issue Dateordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar Person; (7) pursuant to customary provisions in joint venture agreements and other similar agreements, relating solely to the relevant joint venture or other similar arrangement; (8) existing under or by reason of applicable law, rule, regulation, order, approval, license, permit or similar restriction or required by any regulatory or governmental authority; (9) (i) that restrict the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or the assignment or transfer of any such lease, license or other contract, (ii) pursuant to provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any of its Restricted Subsidiaries entered into in the ordinary course of business or (iii) that relate to Permitted Liens that limit the right of the debtor to dispose of the assets subject to such Liens; (10) arising under or in connection with any agreement or other instrument relating to any Debt permitted to be Incurred after the Issue Date pursuant to Section 4.06; provided that the Company determines that such encumbrance or restriction will not materially affect the Company’s ability to pay principal or interest on the Notes; (11) relating to Debt, Disqualified Equity Interests or Preferred Stock of Foreign Subsidiaries permitted to be Incurred or issued subsequent to the Issue Date pursuant to the provisions of Section 4.06 that impose restrictions solely on the Foreign Subsidiaries party thereto or their Subsidiaries; (12) relating to any instrument governing Debt or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary Subsidiaries as in existence effect at the time of such acquisition (but not created except to the extent such Debt or Capital Stock was incurred in connection with or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, or the Property property or assets of the Person, so acquired; or (13) imposed by any extensions, renewals, replacements, amendments, modifications, supplements or refinancings of the contracts, instruments or obligations referred to above in clauses (iii1) that constitute customary restrictions in leases and licenses relating to the Property covered thereby and entered into in the ordinary course of business, through (iv) contained in agreements governing Indebtedness permitted to be incurred in accordance with this Indenture 11); provided that the restrictions such extensions, renewals, replacements, amendments, modifications, supplements or refinancings are not materially more restrictive restrictive, with respect to encumbrances or restrictions set forth in the aggregate clause (a) above, taken as a whole, than the such encumbrances and restrictions contained in this Indentureprior to such extensions, renewals, replacements, amendments, modifications, supplements or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replacedrefinancings.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall (a) Except as provided in paragraph (b) below, IRSA will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: (except a Foreign Subsidiary) to (a1) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock to the Company or any other Restricted Subsidiary, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make an Investment in the Company IRSA or any other Restricted Subsidiary or pay any Indebtedness owed to IRSA or any other Restricted Subsidiary; (d2) make loans or advances to IRSA or any other Restricted Subsidiary; or (3) transfer any of its Properties property or assets to the Company IRSA or any other Restricted Subsidiary, except for such . (b) Paragraph (a) above will not apply to encumbrances or restrictions existing under or by reason of: (i1) pursuant to applicable law rule, regulation or order; (2) this Indenture, Indenture or the Existing Indentures, Securities of any series; (3) the Credit Agreement or terms of any agreement agreements governing Indebtedness in effect or entered into existence on the Issue Date, and any amendment, modification, restatement, renewal, restructuring, replacement or refinancing thereof; (ii4) customary non-assignment provisions of any contract and customary provisions restricting assignment or subletting in any lease governing a leasehold interest of any Restricted Subsidiary, or any customary restriction on the ability of a Restricted Subsidiary to dividend, distribute or otherwise transfer any asset which secures Indebtedness secured by a Lien, in each case permitted to be Incurred under this Indenture; (5) any agreement instrument governing Acquired Indebtedness not Incurred in connection with, or other instrument of a Person acquired by in anticipation or contemplation of, the Company relevant acquisition, merger or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)consolidation, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, Person or the Property properties or assets of the Person, Person so acquired; (6) restrictions with respect to a Restricted Subsidiary of IRSA imposed pursuant to a binding agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary; provided that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold; (7) the terms of any agreements governing Indebtedness of Alto Xxxxxxx X.X. or Shopping Alto Xxxxxxx X.X. permitted to be Incurred subsequent to the Issue Date in accordance with the covenant described above under the caption Section 3.16; provided that (i) such agreements permit Alto Xxxxxxx X.X. or Shopping Alto Xxxxxxx X.X., as the case may be, to pay annual dividends or make other distributions in respect of its Capital Stock (iiiso long as (a) no default or event of default has occurred and is continuing under the relevant agreement, or would occur immediately after giving effect to such dividend or distribution and (b) Alto Xxxxxxx X.X. or Shopping Alto Palermo, as the case may be, has a Consolidated Interest Coverage Ratio or similar coverage ratio of at least 2.0 to 1) in an amount equal to at least 35% of the Consolidated Net Income of Alto Xxxxxxx X.X. or Shopping Alto Xxxxxxx X.X., as the case may be, for the relevant fiscal year or (ii) the terms of such agreements, taken as a whole, do not have the effect of imposing restrictions on the payment of dividends to IRSA that constitute are materially more restrictive than the restrictions on the making of Restricted Payments by IRSA in the Securities, as conclusively determined in good faith by the Board of Directors of IRSA; (8) Liens permitted to be incurred under the provisions of the covenant described below under the caption Section 3.12 that limits the right of the debtor to dispose of the assets securing such Indebtedness; (9) provisions limiting the payment of dividends in the organizational documents, shareholders’ agreements, joint venture agreements or similar documents of, or related to, Restricted Subsidiaries that are not Wholly Owned Subsidiaries or which have been entered into in the ordinary course of business with the approval of IRSA’s Board of Directors; (10) restrictions contained in the terms of Purchase Money Indebtedness, mortgage financing or Capitalized Lease Obligations Incurred in the ordinary course of business; provided that such restrictions relate only to the assets acquired or financed with such Indebtedness; (11) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business; or (12) customary restrictions imposed on the transfer of copyrighted or patented materials; (13) net worth provisions in leases and licenses relating to the Property covered thereby and other agreements entered into in the ordinary course of business; (14) any restriction on the ability of a Restricted Subsidiary to pay dividends or make any other distributions or pay any Indebtedness to IRSA or any other Restricted Subsidiary during the continuance of a default or event of default under Indebtedness other than the Securities; (15) an agreement governing Indebtedness Incurred to Refinance the Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clauses (2), (iv3), (5) or (7) above; provided that the provisions relating to such encumbrance or restriction contained in any such Indebtedness, taken as a whole, are no less favorable in any material respect to IRSA than the provisions relating to such encumbrance or restriction contained in agreements governing Indebtedness permitted referred to be incurred in accordance with this Indenture provided that the restrictions are not materially more restrictive in the aggregate than the restrictions contained in this Indenture, or such clause (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i2), (ii3), (iii5) and or (iv7), respectively, above; and (16) provided restrictions customarily granted in connection with securitization, factoring or discounting involving receivables that the terms and conditions of any such restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replacedimposed in connection with a Receivables Transaction.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall Garden State will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) of Garden State to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock or pay any Debt owed to the Company Garden State or any other a Restricted SubsidiarySubsidiary of Garden State, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (cii) make an Investment in the Company loans or any other advances to Garden State or a Restricted Subsidiary of Garden State or (diii) transfer any of its Properties properties or assets to the Company or any other Restricted SubsidiaryGarden State, except for such encumbrances or restrictions existing under or by reason of (iA) pursuant to this Indenture, the Existing Indentures, the Credit Agreement applicable law or any agreement provisions in effect or entered into on the Issue Date, (iiB) the Indenture, (C) agreements existing on the Issue Date, (D) the Garden State Credit Facility, the Senior Subordinated Secured Notes or the Notes, (E) customary non-assignment provisions of any lease governing a leasehold interest of Garden State or a Restricted Subsidiary of Garden State or (F) any agreement instrument governing or other instrument evidencing Acquired Debt of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)acquisition, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, or the Property or assets of the Person, Person so acquired, (iii) PROVIDED that constitute customary restrictions in leases such Debt, and licenses relating to the Property covered thereby and entered into in the ordinary course of businesssuch encumbrance or restriction, (iv) contained in agreements governing Indebtedness permitted to be is not incurred in accordance with this Indenture provided that the restrictions are not materially more restrictive connection with, or in the aggregate than the contemplation of, such acquisition or (G) any encumbrances or restrictions contained in this Indenture, or any Debt governing any refinancings of the Debt described in clause (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (iC), (ii), (iii) and (iv) provided PROVIDED that the terms encumbrances and conditions of restrictions contained in any such restrictions refinancing agreement or amendment, supplement or other modification are not materially less favorable to the Holders of the Securities Noteholders than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replacedencumbrances and restrictions contained in such agreements.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist come into existence or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: (except a Foreign Subsidiary) to (a1) pay dividends, in cash or otherwise, dividends or make any other distributions distribution on or in respect of its Capital Stock to the Company or any other Restricted Subsidiary, , (b2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, , (c3) make an Investment in loans or advances to the Company or any other Restricted Subsidiary or Subsidiary, or (d4) transfer any of its Properties properties or assets to the Company or any other Restricted Subsidiary. (b) However, except for such encumbrances Section 4.10(a) above will not prohibit any encumbrance or restrictions restriction created, existing or becoming effective under or by reason of: (i1) pursuant to this Indenture, the Existing Indentures, the Credit Agreement or any agreement (including the Senior Credit Facility) in effect or entered into on the Original Issue Date, ; (ii2) any agreement or other instrument of with respect to a Person acquired by that was not a Restricted Subsidiary of the Company on the Original Issue Date, in existence at the time such Person becomes (or became) a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary in existence at or the time properties or assets of the Company or any Restricted Subsidiary other than such acquisition Subsidiary which is becoming a Restricted Subsidiary; (but not created in contemplation thereof)3) any agreement or instrument governing any Acquired Debt or other agreement of any Person or related to assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiaries, which so long as such encumbrance or restriction (A) was not entered into in contemplation of the acquisition, merger or consolidation transaction, and (B) is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, or the Property property or assets or subsidiaries of the Person, so acquired, so long as the agreement containing such restriction does not violate any other provision of this Indenture; (iii4) any applicable law or any requirement of any regulatory body; (5) the security documents evidencing any Liens securing obligations or Indebtedness that constitute customary limit the right of the debtor to dispose of the assets subject to such Liens; provided that such Liens are permitted to be incurred under the provisions of Section 4.08; (6) provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or restrictions in leases and licenses relating to the Property property covered thereby thereby, or other encumbrances or restrictions in agreements or instruments relating to specific assets or property that restrict generally the transfers of such assets or property, provided, however, that such encumbrances or restrictions do not materially impact the ability of the Company to make payments on the Notes when due as required by the terms of this Indenture; (7) asset sale agreements with respect to asset sales permitted to be made under the provisions of Section 4.14 that limit the transfer of such assets pending the closing of such sale; (8) shareholders’, partnership, joint venture and similar agreements entered into in the ordinary course of business; provided, however, that such encumbrances or restrictions do not apply to any Restricted Subsidiaries other than the applicable company, partnership, joint venture or other entity; and provided, further, however, that such encumbrances and restrictions do not materially impact the ability of the Company to make payments on the Notes when due as required by the terms of this Indenture; (iv9) contained cash or other deposits, or net worth requirements or similar requirements, imposed by suppliers or landlords under contracts entered into in agreements the ordinary course of business; (10) any other Credit Facility governing Indebtedness debt of the Company or any Guarantor, permitted to be incurred in accordance with this Indenture provided by Section 4.06; provided, however, that the such encumbrances or restrictions are not (in the view of the Board of Directors of the Company as expressed in a board resolution thereof) materially more restrictive restrictive, taken as a whole, than those contained in the aggregate than Senior Credit Facility; (11) customary restrictions on the restrictions contained disposition or distribution of assets or property in agreements entered into in the ordinary course of the Oil and Gas Business of the types described in the definition of Permitted Business Investments; and (12) this Indenture, or (v) existing under any agreement agreement, amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the encumbrances or restrictions in the foregoing clauses (i1) through (11), or in this clause (ii12), (iii) and (iv) ; provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders of the Securities no more restrictive in any material respect taken as a whole than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall may not, and shall may not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiaryi) to pay dividends (a) pay dividends, in cash or otherwise, ) or make any other distributions on or in respect of its Capital Stock to owned by the Company or any other Restricted Subsidiary, (b) Subsidiary or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, ; (cii) to make an Investment in loans or advances to the Company or any other Restricted Subsidiary Subsidiary; or (diii) to transfer any of its Properties property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, except for the Company may, and may permit any Restricted Subsidiary to, suffer to exist any such encumbrances encumbrance or restrictions restriction: (ia) pursuant to this Indenture, the Existing Indentures, the Credit Agreement or any agreement in effect or entered into on the Issue Date, Date as described in Schedule III hereto; (iib) pursuant to an agreement relating to any agreement or other instrument of Indebtedness Incurred by a Person acquired by (other than a Restricted Subsidiary existing on the Company Issue Date or any Restricted Subsidiary carrying on any of the businesses of any such Restricted Subsidiary) prior to the date on which such Person became a Restricted Subsidiary and outstanding on such date and not Incurred in existence at the time anticipation of such acquisition (but not created in contemplation thereof)becoming a Restricted Subsidiary, which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the PersonPerson so acquired; (c) pursuant to an agreement effecting a renewal, extension, refunding or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) above, PROVIDED, HOWEVER, that the Property provisions contained in such renewal, extension, refunding or assets refinancing agreement relating to such encumbrance or restriction are no more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the Board of Directors of the Person, so acquired, Company and evidenced by a Board Resolution; (d) in the case of clause (iii) that constitute customary above, restrictions contained in leases and licenses relating any security agreement (including a capital lease) securing Indebtedness of a Restricted Subsidiary otherwise permitted under the Indenture, but only to the Property covered thereby and extent such restrictions restrict the transfer of the property subject to such security agreement; (e) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business, (iv) contained business consistent with past practices in agreements governing Indebtedness permitted leases and other contracts to be incurred in accordance with this Indenture provided that the restrictions are not materially more restrictive in extent such provisions restrict the aggregate than the restrictions contained in this Indenture, transfer or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions subletting of any such restrictions are lease or the assignment of rights under any such contract; (f) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that consummation of such transaction would not materially less favorable result in a Default or an Event of Default, that such restriction terminates if such transaction is closed or abandoned and that the closing or abandonment of such transaction occurs within one year of the date such agreement was entered into; or (g) such encumbrance or restriction is the result of applicable corporate law or regulation relating to the Holders payment of the Securities than those under dividends or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaceddistributions.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective or enter into any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (except a Foreign Subsidiary) to (a1) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock owned by the Issuer or any Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company Issuer or any other Restricted Subsidiary, (b2) pay any Indebtedness owed make loans or advances to the Company Issuer or any other Restricted Subsidiary, (c) make an Investment in the Company or any other Restricted Subsidiary thereof or (d3) transfer any of its Properties property or assets to the Company Issuer or any other Restricted Subsidiary, except for such encumbrances or restrictions . (b) Section 4.15(a) shall not apply to the following: (i) pursuant to this Indenture, the Existing Indentures, the Credit Agreement any encumbrance or any agreement restriction in effect or entered into existence on the Issue Date, including those contained in the Term Loan Credit Facility, the 2022 Notes Indenture or any other agreement or documents entered into in connection with the Term Loan Credit Facility, the 2022 Notes Indenture or any amendments, modifications, restatements, renewals, increases, supplements or Refinancings, of any of the foregoing agreements or documents, or any other Credit Facility, provided that the terms of such amendments, modifications, restatements, renewals, increases, supplements or Refinancings of any such other Credit Facility, in the good-faith judgment of the Issuer, are not, taken as a whole, materially more restrictive than the dividend or other payment restrictions contained in those agreements on the Issue Date or Refinancings thereof; (ii) any encumbrance or restriction pursuant to an agreement relating to an acquisition of property (whether directly or through the purchase of Equity Interests of the Person owning such property), so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof); (iii) any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary on or after the Issue Date, which is in existence at the time such Person becomes a Restricted Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary; (iv) any encumbrance or restriction pursuant to an agreement effecting a permitted Refinancing or extension of Indebtedness issued pursuant to an agreement containing any encumbrance or restriction referred to in Section 4.15(b)(i) through (iii), so long as the encumbrances and restrictions contained in any such Refinancing agreement are not, taken as a whole, in the good-faith judgment of the Issuer, materially more restrictive than the encumbrances and restrictions contained in the agreements governing the Indebtedness being Refinanced; (v) customary provisions restricting subletting or assignment of any lease, contract, or license of the Issuer or any Restricted Subsidiary, customary provisions restricting the disposition of assets subject to a lease or license, or provisions in agreements that restrict the assignment of such agreement or any rights thereunder; (vi) any encumbrance or restriction by reason of applicable law, rule, regulation or order; (vii) any encumbrance or restriction under this Indenture, the Notes and the Note Guarantees; (viii) any encumbrance or restriction under an agreement relating to a disposition of assets or Capital Stock, including, without limitation, any agreement for the sale or other disposition of or by a Subsidiary that restricts distributions, loans or transfers by that Subsidiary pending its sale or other disposition; (ix) restrictions on cash and other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, under contracts entered into in the ordinary course of business; (x) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements, limited liability company agreements, partnership agreements, shareholder agreements, asset sale agreements, stock sale agreements, sale leaseback agreements and other similar agreements; (xi) any instrument governing any Indebtedness or Capital Stock of a Person acquired by the Company Issuer or any Restricted Subsidiary as in existence effect at the time of such acquisition (but not created except to the extent such Indebtedness or Capital Stock was Incurred or issued in connection with or in contemplation thereofof such acquisition), which encumbrance or restriction is not applicable to any other Person, or the Properties properties or assets of any other Person, other than the Person, or the Property property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred; (iiixii) purchase-money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that constitute customary impose restrictions on that property so acquired of the nature described in leases and licenses Section 4.15(a)(3); (xiii) provisions of agreements relating to Liens permitted to be incurred or to exist under this Indenture, including under Section 4.7, that limit the Property covered thereby right of the debtor to dispose of the assets subject to such Liens; (xiv) Indebtedness Incurred or Equity Interests issued by an Restricted Subsidiary; provided that the restrictions contained in the agreements or instruments relating thereto (A) either (i) apply only in the event of a payment default or a default with respect to a financial covenant or (ii) shall not, taken as a whole, in the good faith judgment of the Board of Directors of the Issuer, materially adversely affect the Issuer’s ability to pay all principal, interest and premium, if any, on the Notes, and (B) are not, taken as a whole, in the good-faith judgment of the Board of Directors of the Issuer, materially more restrictive than is customary in comparable financings; (xv) customary encumbrances or restrictions contained in agreements entered into in the ordinary course of businessbusiness in connection with Hedging Obligations permitted under this Indenture; and (xvi) any other agreement governing Indebtedness entered into after the Issue Date that contains encumbrances and restrictions that are not, taken as a whole, in the good-faith judgment of the Board of Directors of the Issuer, materially more restrictive than those in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date. (ivc) Nothing contained in agreements governing this Section 4.15 shall prevent the Issuer or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens in compliance with Section 4.7 or (2) restricting the sale or other disposition of property or assets of the Issuer or any Restricted Subsidiary that secure Indebtedness permitted to be incurred of the Issuer or any Restricted Subsidiary Incurred in accordance with this Indenture provided that the restrictions are not materially more restrictive in the aggregate than the restrictions contained Sections 4.6 and Section 4.7 in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (i), (ii), (iii) and (iv) provided that the terms and conditions of any such restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced.