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 will not permit any Restricted Subsidiary to 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 (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its 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, (ii) existing under or by reason of applicable law, (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 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, (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, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to to, 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 that is not a Guarantor to (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its 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, the Indenture or any other agreements in effect on the 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 Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary 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 Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this the 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, ; (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 of, or property and assets of, such Restricted Subsidiary, ; or (vi) for contained in the benefit terms of any holder Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a Lien permitted under Section 4.09payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Company) and (C) the Company determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i1) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will Guarantor may not, and may not permit any Restricted Subsidiary to 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 of the Guarantor (i) to pay dividends (in cash or otherwise) or make any other distributions permitted by applicable law on any in respect of its Capital Stock of such Restricted Subsidiary owned by the Company Guarantor or any other Restricted Subsidiary of the Guarantor or pay any Debt or other obligation owed to the Guarantor or any other Restricted Subsidiary, ; (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company Guarantor or any other Restricted Subsidiary Subsidiary; or (iviii) to transfer any of its property or assets to the Company Guarantor or any other Restricted Subsidiary. The foregoing provisions shall not restrict Notwithstanding the foregoing, the Guarantor may, and may permit any encumbrances Restricted Subsidiary to, suffer to exist any such encumbrance or restrictions: restriction (ia) existing pursuant to any agreement in effect on the Closing Date, date hereof; (iib) existing under or by reason of applicable law, (iii) existing with respect pursuant to an agreement relating to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereofAcquired Debt, which encumbrances encumbrance or restrictions are restriction is not applicable to any Person Person, or the property properties or assets of any Person Person, other than such the Person or the property or assets so acquired and was not Incurred in anticipation of such Person so being acquired; (c) pursuant to an agreement effecting a renewal, refunding or extension of Debt Incurred pursuant to an agreement referred to in clause (iva) or (b) above; provided, however, that the provisions contained in such renewal, refunding or extension 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; (d) in the case of transfers clause (iii) in the above paragraph, contained in any security agreement (including a Capital Lease Obligation) securing Debt of any property the Guarantor or assets of a Restricted Subsidiary otherwise permitted hereunder, but only to the Company or any other Restricted Subsidiary (A) that extent such restrictions restrict in a customary manner the subletting, assignment or transfer of any the property or asset that is a leasesubject to such security agreement; (e) in the case of clause (iii) in the above paragraph, 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 customary nonassignment provisions entered into in the ordinary course of business, not relating to any Indebtedness, business in leases 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, other agreements; (vf) with respect to a Restricted Subsidiary and of the Guarantor imposed pursuant to an agreement that which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of or property and assets of, such Restricted Subsidiary, provided that (x) the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice or both, would constitute an Event of Default, (viy) for such restriction terminates if such transaction is not consummated and (z) the benefit consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; (g) pursuant to applicable law or required by any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent regulatory authority having jurisdiction over the Company Guarantor or any Restricted Subsidiary from Subsidiary; (h) pursuant to this Indenture and the Securities; (i) creating, Incurring, assuming or suffering to exist any Liens constituting a Lien otherwise permitted pursuant to Section 10.15; and (j) other encumbrances or restrictions that are not materially more restrictive than customary provisions in Section 4.09 or (ii) restricting the sale or other disposition of property or assets comparable financings provided that each of the Company or any of its Restricted Subsidiaries Issuer and the Guarantor provides an Officer's Certificate to the Trustee to the effect that secure Indebtedness in the opinion of the Company signers of such certificate such encumbrances or any restrictions will not materially impact the Issuers' and the Guarantors' ability to make scheduled payments of its Restricted Subsidiariesinterest and principal under the Securities.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not permit any of its Restricted Subsidiary to 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 such Restricted Subsidiary to (ia) pay dividends or make any other distributions permitted by applicable law on any its Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiaryinterest or participation in, (ii) or measured by, its profits, owned by, or pay any Indebtedness owed to to, the Company or any other its Restricted SubsidiarySubsidiaries, (iiib) make loans or advances to the Company or any other its Restricted Subsidiary or Subsidiaries, (ivc) transfer any of its property properties or assets to the Company or its Restricted Subsidiaries or (d) guarantee any other Indebtedness of the Company or its Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiaries, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of of: (i) applicable law, ; (iiiii) existing with respect any instrument governing Acquired Indebtedness permitted to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereofbe incurred under Section 5.14(b)(iv), which encumbrances or restrictions are not applicable to any Person or the property properties or assets of any Person Person, other than such the Person so acquired, or the property or assets of such the Person so acquired, acquired or its consolidated Subsidiaries; (iii) any restrictions existing under agreements in effect on the date of this Indenture as set forth on Schedule 5.15 hereto; (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 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, (v) restrictions with respect to a Restricted Subsidiary and imposed pursuant to an agreement that which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of or property and assets of, such Restricted Subsidiary, Subsidiary (which sale or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens disposition is otherwise permitted in Section 4.09 or by the terms of this Indenture); (iiv) any agreement governing Indebtedness 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 assets of the Company to make distributions, loans or any of its Restricted Subsidiaries that secure Indebtedness of the Company advances; (vi) customary restrictions in leases relating to property covered thereby; or any of its Restricted Subsidiaries(vii) this Indenture.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to to, 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 (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its 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 DateEffective Date in the Credit Facility, this Indenture or any other agreements in effect on the Effective Date or contemplated by the Plan, 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 Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary 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 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, 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 all or substantially all of the Capital Stock of of, or property and assets of, such Restricted Subsidiary, or ; (vi) for encumbrances or restrictions relating solely to Foreign Subsidiaries that support Indebtedness Incurred under clause (ix) of the benefit second paragraph of paragraph (a) of Section 4.03; or (vii) existing with respect to any holder of Unrestricted Subsidiary at the time it is designated or deemed to become a Lien permitted under Section 4.09Restricted Subsidiary. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i1) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in under Section 4.09 or (ii2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not cause or permit any of its Restricted Subsidiary to 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 (ia) pay dividends or make any other distributions permitted by applicable law on any or in respect of its Capital Stock of such Restricted Subsidiary owned by the Company Stock; (b) make loans or any other Restricted Subsidiary, (ii) advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to Subsidiary of the Company or any other Restricted Subsidiary Company; or (ivc) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiary of the Company, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of of: (1) applicable law, ; (iii2) existing with respect to this Indenture; (3) customary non-assignment provisions of any Person or the property or assets of such Person acquired by the Company contract or any lease governing a leasehold interest of any Restricted Subsidiary, existing at Subsidiary of the time of such acquisition and not Incurred in contemplation thereofCompany; (4) any instrument governing Acquired Indebtedness, which encumbrances encumbrance or restrictions are restriction is not applicable to any Person Person, or the property properties or assets of any Person Person, other than such the Person or the property or assets of such Person so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 Lien on, any property properties or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or Person so acquired; (C5) arising or agreed agreements existing on the Issue Date to the extent and in the ordinary course of businessmanner such agreements are in effect on the Issue Date, not relating including the Credit Agreement; (6) an agreement governing Indebtedness incurred to any IndebtednessRefinance the Indebtedness issued, and that do not, individually assumed 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 incurred 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 ofreferred to in clause (2), such Restricted Subsidiary, (4) or (vi5) for above; provided, however, that the benefit of any holder of a Lien permitted under Section 4.09. Nothing provisions relating to such encumbrance or restriction contained in this Section 4.05 shall prevent any such Indebtedness are no less favorable to the Company or in any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting material respect as determined by the sale or other disposition Board of property or assets Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or any restriction contained in agreements referred to in such clause (2), (4) or (5); or (7) customary restrictions on the transfer of its Restricted Subsidiaries that secure Indebtedness assets subject to a Permitted Lien imposed by the holder of the Company or any of its Restricted Subsidiariessuch Liens.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not permit any Restricted Subsidiary to of the Company (other than a Securitization Special Purpose Entity) to, create or otherwise cause or suffer to exist or become effective effective, any consensual encumbrance or restriction of any kind on which, by its terms, restricts the ability of any Restricted Subsidiary of the Company (other than a Securitization Special Purpose Entity) to (i) pay dividends or make any other distributions permitted by applicable law on any such Restricted Subsidiary's Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted SubsidiarySubsidiary of the Company, (iiiii) make any loans or advances to the Company or any other Restricted Subsidiary of the Company, or (iviii) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: Subsidiary of the Company, except for, in the case of clauses (i) existing on the Closing Date), (ii) existing under or by reason of applicable law, and (iii) above, any restrictions (a) existing with respect under this Indenture and any restrictions existing or created on the Issue Date pursuant to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 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 Existing Indebtedness of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary, (vb) pursuant to an agreement relating to Indebtedness incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date and not incurred in anticipation of becoming a Restricted Subsidiary, (c) imposed by virtue of applicable corporate law or regulation and relating solely to the payment of dividends or distributions to stockholders, (d) with respect to restrictions of the nature described in clause (iii) above, included in a Restricted Subsidiary contract entered into in the ordinary course of business and imposed consistent with past practices that contains provisions restricting the assignment of such contract, (e) pursuant to an agreement effecting a renewal, extension, refinancing, refunding or replacement of Indebtedness referred to in (a) or (b) above; provided, however, that has been entered into for the sale provisions contained in such renewal, extension, refinancing, refunding or disposition replacement agreement relating to such encumbrance or restriction, taken as a whole, are not materially more restrictive than the provisions contained in the agreement the subject thereof, as determined in good faith by the board of all or substantially all of the Capital Stock of or property and assets of, such Restricted Subsidiarydirectors, or (vif) for which shall not in the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent aggregate cause the Company not to have the funds necessary to pay the principal of, premium, if any, or any Restricted Subsidiary from (i) creatinginterest, Incurringincluding Special Interest, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting on the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted SubsidiariesNotes at their Stated Maturity.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will Issuer shall not, and shall not permit any of the Restricted Subsidiary to 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 (ia) pay dividends or make any other distributions permitted by applicable law on to the Issuer or any Capital Stock of such Restricted Subsidiary owned by the Company (1) on its Capital Stock, or (2) with respect to any other interest or participation in, or measured by, its profits; (b) repay any Indebtedness or any other Restricted Subsidiary, (ii) pay any Indebtedness obligation owed to the Company Issuer or any other Restricted Subsidiary, ; (iiic) make loans or advances or capital contributions to the Company Issuer or any other of the Restricted Subsidiary Subsidiaries; or (ivd) transfer any of its property Properties or assets to the Company Issuer or any other of the Restricted Subsidiary. The foregoing provisions shall not restrict Subsidiaries, except in respect of any of (a) through (d) above for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of applicable law, (iii1) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions existing on the Issue Date that were created in compliance with or otherwise permitted to exist under the Existing Senior Subordinated Notes Indenture, to the extent and in the manner such encumbrances and restrictions are in effect on the Issue Date, (2) this Indenture, the Notes and the Guarantees, (3) applicable law or any applicable rule, regulation or order, (4) any encumbrance or restriction existing under the Credit Facility, (5) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person Person, or the property Properties or assets of any Person Person, other than such Person the Person, or the property Property or assets of such the Person (including any Subsidiary of the Person), so acquired, (iv6) customary non-assignment provisions in the case of transfers of any property leases or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 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 agreements entered into in the ordinary course of business, not relating to any (7) Refinancing Indebtedness; provided that such restrictions are no more restrictive, and that do nottaken as a whole, individually or than those contained in the aggregateagreements governing the Indebtedness being extended refinanced, detract from the value of property renewed, replaced, defeased or assets refunded, (8) customary restrictions in security agreements or mortgages securing Indebtedness of the Company Issuer or any a Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiaryextent such restrictions restrict the transfer of the property subject to such security agreements and mortgages, (v9) in the case of clause (d) only, any encumbrance or restriction pursuant to an agreement for Purchase Money Indebtedness that is permitted to be outstanding under Section 4.06, or (10) customary restrictions 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) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its a Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted SubsidiariesSubsidiary.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not permit any of its Restricted Subsidiary to 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 such Restricted Subsidiary to (ia) pay dividends or make any other distributions permitted by applicable law on any its Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiaryinterest or participation in, (ii) or measured by, its profits, owned by, or pay any Indebtedness owed to to, the Company or any other its Restricted SubsidiarySubsidiaries, (iiib) make loans or advances to the Company or any other its Restricted Subsidiary or Subsidiaries, (ivc) transfer any of its property properties or assets to the Company or its Restricted Subsidiaries or (d) guarantee any other Restricted Subsidiary. The foregoing provisions shall not restrict any Indebtedness of the Company, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of of: (i) applicable law, ; (iiiii) existing with respect any instrument governing Acquired Indebtedness permitted to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereofbe incurred under Section 5.14, which encumbrances or restrictions are not applicable to any Person or the property properties or assets of any Person Person, other than such the Person so acquired, or the property or assets of such the Person so acquired, acquired or its consolidated Subsidiaries; (iii) any restrictions existing under agreements in effect on the date of this Indenture; (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 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, (v) restrictions with respect to a Restricted Subsidiary and imposed pursuant to an agreement that which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of or property and assets of, such Restricted Subsidiary, or ; (viv) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) agreement governing Indebtedness 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 assets of the Company to make distributions, loans or any of its Restricted Subsidiaries that secure Indebtedness of the Company advances; (vi) customary restrictions in leases relating to property covered thereby; or any of its Restricted Subsidiaries(vii) this Indenture.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to to, 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 (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its 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, this Indenture or any other agreements in effect on the 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 Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary 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 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, ; (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 of, or property and assets of, such Restricted Subsidiary, Subsidiary or (vi) for the benefit relating solely to any Foreign Subsidiaries and supporting Indebtedness of any holder of a Lien permitted such Foreign Subsidiaries Incurred under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from clause (ix) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.second paragraph of

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not permit any Restricted Subsidiary to 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 (ia) pay dividends dividends, in cash or otherwise, or make any other distributions permitted by applicable law on any or in respect of its Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted SubsidiaryStock, (iib) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iiic) make loans or advances to the Company or any other Restricted Subsidiary or Subsidiary, (ivd) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary (other than customary restrictions on transfers of property subject to a Lien permitted under this Indenture that would not materially adversely affect the Company's ability to satisfy its obligations under the Notes and this Indenture) or (e) guarantee any Indebtedness of the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any , except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (i) any agreement in effect on the date of this Indenture, (ii) applicable law, (iii) existing with respect customary provisions restricting subletting or assignment of any lease or assignment of any other contract to which the Company or any Person Restricted Subsidiary is a party or the property to which any of their respective properties or assets are subject, (iv) any agreement or other instrument of such a Person acquired by the Company or any Restricted Subsidiary, existing Subsidiary in existence at the time of such acquisition and (but not Incurred created in contemplation thereof), which encumbrances encumbrance or restrictions are restriction is not applicable to any Person Person, or the properties or assets of any Person, other than the Person, or the property or assets of any Person other than such Person or the property or assets of such Person Person, so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 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, (v) any encumbrance or restriction contained in contracts for sales of assets permitted by Section 1015 with respect to a Restricted Subsidiary and imposed the assets to be sold 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 such contract and assets of, such Restricted Subsidiary, or (vi) for any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained agreements containing the encumbrances or restrictions in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from foregoing clauses (i) creating, Incurring, assuming and (iv); provided that the terms and conditions of any such encumbrances or suffering restrictions are no less favorable to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets holders of the Company Notes than those under or any of its Restricted Subsidiaries that secure Indebtedness of pursuant to the Company agreement so extended, renewed, refinanced or any of its Restricted Subsidiariesreplaced.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to to, 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 (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its 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, 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, law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary; (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, and any extensions, renewals or replacements of such encumbrances or restrictions; provided that the encumbrances and restrictions in any such extensions, 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, renewed or replaced; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary 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 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, ; (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 of, or property and assets of, such Restricted Subsidiary, ; or (vi) for contained in the benefit terms of any holder Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction either (1) applies only in the event of a Lien permitted under Section 4.09payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement or (2) is contained in a Credit Agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Company) and (C) the Company determines on the date of the Incurrence of such Indebtedness that any such encumbrance or restriction would not be expected to materially impair either Obligors' ability to make principal or interest payments on the Notes. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i1) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to 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 (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its 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; (ii) existing on the Acquisition Date in the Existing Indentures, the Senior Secured Credit Facilities or any other agreements (including the Concession Title) in effect on the Closing Date or in effect on June 16, 1997 or on the Acquisition 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, (iiiii) existing under or by reason of applicable law, (iiiiv) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, (ivv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 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, (vvi) 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 (vivii) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary to 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 (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its 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, ; (ii) existing under or by reason of applicable law, (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 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, (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, ; or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to to, 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 (other than the Guarantor) to (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its 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, 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 Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary 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 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, 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 of, or property and assets of, such Restricted Subsidiary, Subsidiary during the period between the execution of such agreement and the closing thereunder; or (vi) for contained in the benefit terms of any holder Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a Lien permitted under Section 4.09payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not more disadvantageous to the Holders of the Securities than 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 restriction will not adversely affect the Company’s financial ability to make principal or interest payments on the Securities when due. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i1) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure secure, in a manner permitted by this Indenture, Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not permit any of its Restricted Subsidiary to 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 (i) (a) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by 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 (iib) pay any Indebtedness or other obligations owed to the Company or any other of its Restricted SubsidiarySubsidiaries, (iiiii) make loans or advances to the Company or any other of its Restricted Subsidiary Subsidiaries or (iviii) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiaries, in each case except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (a) Existing Indebtedness and the Credit Agreement (and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the agreement related to the Existing Indebtedness or the Credit Agreement, as applicable), (b) the Notes, any Guarantee thereof and this Indenture, (c) applicable law, rule, regulation or order (iiid) existing with respect to any Person agreement or the property or assets other instrument of such a Person acquired by the Company or any of its Restricted SubsidiarySubsidiaries, existing as in effect at the time of such acquisition and not Incurred (except to the extent such agreement was entered into in connection with or in contemplation thereofof such acquisition), which encumbrances encumbrance or restrictions are restriction is not applicable to any Person Person, or the Equity Interests, properties or assets of any Person, other than the Person, or the Equity Interests, property or assets of the Person, so acquired; provided that, in the case of any Person agreement in respect of Indebtedness, such Indebtedness was permitted by this Indenture, (e) by reason of customary nonassignment provisions in leases, licenses and other than such Person or similar agreements entered into in the ordinary course of business, (f) Purchase Money Obligations and Capital Lease Obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired or assets proceeds therefrom, (g) customary restrictions in asset or stock sale agreements or joint venture or other similar agreements limiting transfer of such Person so acquiredassets or stock pending the closing of such sale or subject to the joint venture, (ivh) customary nonassignment provisions or restrictions on cash or other deposits or net worth in contracts entered into in the ordinary course of business; (i) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being refinanced; (j) secured debt otherwise permitted to be Incurred pursuant to the covenants described under Sections 4.09 and 4.11 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (k) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Company that is incurred subsequent to the Closing Date pursuant to Section 4.09 so long as such encumbrance or restrictions contained in any agreement or instrument will not materially affect the Company’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by the Company); (l) any Restricted Investment not prohibited by the covenants described under Section 4.10 and any Permitted Investment; or (m) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary clause (Aiii) that restrict in a customary manner the sublettingabove, 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 of its Restricted Subsidiary Subsidiaries 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 all or substantially all of the Capital Stock of or property and assets of, such Restricted Subsidiary, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiariestaken as a whole.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to to, 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 (other than the Guarantor) to (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its 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, 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 Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary 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 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, 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 of, or property and assets of, such Restricted Subsidiary, Subsidiary during the period between the execution of such agreement and the closing thereunder; or (vi) for contained in the benefit terms of any holder Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a Lien permitted under Section 4.09payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not more disadvantageous to the Holders of the Securities than 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 restriction will not adversely affect the Company's financial ability to make principal or interest payments on the Securities when due. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i1) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure secure, in a manner permitted by this Indenture, Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will Guarantor may not, and may not permit any Restricted Subsidiary to 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 of the Guarantor (i) to pay dividends (in cash or otherwise) or make any other distributions permitted by applicable law on any in respect of its Capital Stock of such Restricted Subsidiary owned by the Company Guarantor or any other Restricted Subsidiary of the Guarantor or pay any Debt or other obligation owed to the Guarantor or any other Restricted Subsidiary, ; (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company Guarantor or any other Restricted Subsidiary Subsidiary; or (iviii) to transfer any of its property or assets to the Company Guarantor or any other Restricted Subsidiary. The foregoing provisions shall not restrict Notwithstanding the foregoing, the Guarantor may, and may permit any encumbrances Restricted Subsidiary to, suffer to exist any such encumbrance or restrictions: restriction (ia) existing pursuant to any agreement in effect on the Closing Date, date hereof; (iib) existing under or by reason of applicable law, (iii) existing with respect pursuant to an agreement relating to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereofAcquired Debt, which encumbrances encumbrance or restrictions are restriction is not applicable to any Person Person, or the property properties or assets of any Person Person, other than such the Person or the property or assets so acquired and was not Incurred in anticipation of such Person so being acquired; (c) pursuant to an agreement effecting a renewal, refunding or extension of Debt Incurred pursuant to an agreement referred to in clause (iva) or (b) above; provided, however, that the provisions contained in such renewal, refunding or extension 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; (d) in the case of transfers clause (iii) in the above paragraph, contained in any security agreement (including a Capital Lease Obligation) securing Debt of any property the Guarantor or assets of a Restricted Subsidiary otherwise permitted hereunder, but only to the Company or any other Restricted Subsidiary (A) that extent such restrictions restrict in a customary manner the subletting, assignment or transfer of any the property or asset that is a leasesubject to such security agreement; (e) in the case of clause (iii) in the above paragraph, 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 customary nonassignment provisions entered into in the ordinary course of business, not relating to any Indebtedness, business in leases 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, other agreements; (vf) with respect to a Restricted Subsidiary and of the Guarantor imposed pursuant to an agreement that which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of or property and assets of, such Restricted Subsidiary, provided that (x) the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice or both, would constitute an Event of Default, (viy) for such restriction terminates if such transaction is not consummated and (z) the benefit consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; (g) pursuant to applicable law or required by any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent regulatory authority having jurisdiction over the Company Guarantor or any Restricted Subsidiary from Subsidiary; (h) pursuant to this Indenture and the Securities or the Non-Discount Securities Indenture and the Non-Discount Securities; (i) creating, Incurring, assuming or suffering to exist any Liens constituting a Lien otherwise permitted pursuant to Section 10.15; and (j) other encumbrances or restrictions that are not materially more restrictive than customary provisions in Section 4.09 or (ii) restricting the sale or other disposition of property or assets comparable financings provided that each of the Company or any of its Restricted Subsidiaries Issuer and the Guarantor provides an Officer's Certificate to the Trustee to the effect that secure Indebtedness in the opinion of the Company signers of such certificate such encumbrances or any restrictions will not materially impact the Issuers' and the Guarantors' ability to make scheduled payments of its Restricted Subsidiariesinterest and principal under the Securities.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not permit any Restricted Subsidiary to to, 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 (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its 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, this Indenture or any other agreements in effect on the 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, rule, regulation or order; (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary 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 Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or Indenture, (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, Subsidiary or (D) entered into in connection with purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (iv) of the first paragraph of this Section 4.05 on the property so acquired; (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 of, or the property and assets of, such Restricted Subsidiary, or ; (vi) for contained in the benefit terms of any holder Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a Lien permitted payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined in good faith by the Board of Directors, whose determination shall be conclusive if evidenced by a Board Resolution) and (C) the Board of Directors determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes; (vii) on cash or other deposits imposed by customers under Section 4.09contracts entered into in the ordinary course of business; (viii) constituting customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (ix) of the type referred to in clauses (i) through (iv) of the first paragraph of this covenant imposed by any amendments, modifications, renewals, restatements, increases, supplements, refundings, replacements or refinancings of the contracts referred to in clauses (i) through (vi) above; provided that such amendments, modifications, renewals, restatements, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors, not materially disadvantageous to the Holders than those contained in the restriction prior to such amendment, modification, renewal, restatement, increase, supplement, refunding, replacement or refinancing. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i1) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to to, 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 (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its 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 Existing Credit Agreement, this Indenture or any other agreements in effect on the Closing Date, and any amendments, extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such amendments, 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 Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary 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 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, ; (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 of, or property and assets of, such Restricted Subsidiary, or ; (vi) for contained in the benefit Bank Facility Agreement, provided any encumbrance or restriction that would prevent payments to the Company to pay interest on the Notes applies only in the event of an event of default (other than an event of default resulting solely from a breach of a representation or warranty) under the Bank Facility Agreement; provided (x) with respect to any event of default (other than a payment default, bankruptcy default or a loss of a material license or cellular system), such restriction will terminate 180 days after the occurrence of such event of default and (y) the financial covenants in the Bank Facility Agreement are no less favorable to the Company or its Subsidiaries than the financial covenants set forth in the Bank Facility Commitment Letter on the Closing Date; or (vii) contained in the terms of any holder Indebtedness of a Lien permitted under Section 4.09Restricted Subsidiary, or any agreement pursuant to which such Indebtedness was issued, if the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, if the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Company) and if the Company determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i1) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiary to 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 (ii)(a) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by 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 (iib) pay any Indebtedness owed to the Company or any other of its Restricted SubsidiarySubsidiaries, (iiiii) make loans or advances to the Company or any other of its Restricted Subsidiary or Subsidiaries, (iviii) transfer any of its property or assets properties to the Company or any other of its Restricted Subsidiary. The foregoing provisions shall not restrict Subsidiaries, (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: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (A) Existing Indebtedness, (B) the Bank Credit Agreement, (C) applicable law, (iiiD) existing with respect to any Person instrument governing Indebtedness or the property or assets Capital Stock of such a Person acquired by the Company or any of its Restricted Subsidiary, existing Subsidiaries as in effect at the time of such acquisition and not (except to the extent such Indebtedness was Incurred in connection with or in contemplation thereofof such acquisition), which encumbrances encumbrance or restrictions are restriction is not applicable to any Person Person, or the properties of any Person, other than the Person, or the property or assets of any Person other than such Person or the property or assets of such Person Person, so acquired, (iv) provided that in the case of transfers Indebtedness, such Indebtedness was permitted by the terms of any property this Indenture to be Incurred, (E) customary non-assignment provisions in leases, licenses, sales agreements or assets of a Restricted Subsidiary other contracts (but excluding contracts related to the Company or any other Restricted Subsidiary (Aextension of credit) 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 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 entered into in the ordinary course of business, not relating to any Indebtedness, business 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 Subsidiaryconsistent with past practices, (vF) with respect to a Restricted Subsidiary and restrictions imposed pursuant to an a binding agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock Equity Interests or assets of or property and assets of, such any Restricted Subsidiary, or (vi) for provided such restrictions apply solely to the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property Equity Interests or assets being sold, (G) restrictions imposed by Permitted Liens on the transfer of the Company assets that are subject to such Liens, and (H) Permitted Refinancing Indebtedness Incurred to refinance Existing Indebtedness or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.type described in clause (D) above, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiary to 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 to: (ia) pay dividends or make any other distributions permitted by applicable law on any or in respect of its Capital Stock of such Restricted Subsidiary owned by the Company Stock; (b) make loans or any other Restricted Subsidiaryadvances, (ii) or pay any Indebtedness owed or other obligation owed, to the Company or any other Restricted Subsidiary, ; (iiic) make loans guarantee any Indebtedness or advances to any other obligation of the Company or any other Restricted Subsidiary Subsidiary; or (ivd) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiary (each such encumbrance or restriction, a "Payment Restriction"), except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of of: (1) applicable law; (2) this Indenture; (3) the Senior Credit Facility; (4) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary; (5) any instrument governing Acquired Indebtedness, (iii) existing with respect which encumbrance or restriction is not applicable to any such Restricted Subsidiary, or the properties or assets of such Restricted Subsidiary, other than the Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, ; (iv6) agreements existing on the Issue Date to the extent and in the case of transfers of any property or assets of a Restricted Subsidiary to manner such agreements are in effect on the Company or any other Restricted Subsidiary Issue Date; (A7) 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 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, (v) restrictions with respect to a Restricted Subsidiary and imposed of the Company pursuant to an agreement that has been entered into for the sale or disposition of all Capital Stock or substantially all assets of such Restricted Subsidiary to be consummated in accordance with the terms of this Indenture solely in respect of the assets or Capital Stock of to be sold or property disposed of; (8) any instrument governing a Permitted Lien, to the extent and assets of, only to the extent such Restricted Subsidiary, or (vi) for instrument restricts the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale transfer or other disposition of property assets subject to such Permitted Lien; or assets (9) an agreement governing Refinancing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (3), (5) or (6) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Refinancing Indebtedness are no less favorable to the Holders 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 any of its Restricted Subsidiaries that secure Indebtedness of restriction contained in the Company applicable agreement referred to in such clause (2), (3), (5), or any of its Restricted Subsidiaries(6).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will Issuer shall not, and shall not permit any of its Restricted Subsidiary to 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 Issuer to (ia)(i) pay dividends or make any other distributions permitted by applicable law to the Issuer or any Restricted Subsidiary of the Issuer (A) on any its Capital Stock of such Restricted Subsidiary owned by the Company or (B) with respect to any other interest or participation in, or measured by, its profits or (ii) repay any Indebtedness or any other Restricted Subsidiary, (ii) pay any Indebtedness obligation owed to the Company Issuer or any other Restricted SubsidiarySubsidiary of the Issuer, (iiib) make loans or advances or capital contributions to the Company Issuer or any other of its Restricted Subsidiary Subsidiaries or (ivc) transfer any of its property properties or assets to the Company Issuer or any other of its Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiaries, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (i) 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 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, (iiiiv) existing with respect any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person Person, or the properties or assets of any Person, other than the Person, or the property or assets of such the Person acquired by (including any Subsidiary of the Company or any Restricted SubsidiaryPerson), existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, (ivv) any agreement or instrument governing Indebtedness (whether or not outstanding) of Foreign Subsidiaries, (vi) customary non-assignment provisions in leases, licenses or other agreements entered in the case ordinary course of transfers business and consistent with past practices, (vii) Refinancing Indebtedness; provided that such payment restrictions are no more restrictive in any material respect than those contained in the agreements governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, (viii) customary restrictions in security agreements or mortgages or similar agreements securing Indebtedness of any property the Issuer or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (A) that extent such restrictions restrict in a customary manner the subletting, assignment or transfer of any the 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 subject 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 such security agreements and mortgages or (Cix) 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, (v) customary restrictions with respect to a Restricted Subsidiary and imposed 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 or property and assets of, such Restricted Subsidiary, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Guarantor will not, and will not permit any of its Restricted Subsidiary to 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 (ii)(a) pay dividends or make any other distributions permitted by applicable law to the Guarantor or any of its Restricted Subsidiaries (1) on any its Capital Stock of such Restricted Subsidiary owned by the Company or (2) with respect to any other Restricted Subsidiaryinterest or participation in, or measured by, its profits, or (iib) pay any Indebtedness owed to the Company Guarantor or any other of its Restricted SubsidiarySubsidiaries, (iiiii) make loans or advances to the Company Guarantor or any other of its Restricted Subsidiary Subsidiaries or (iviii) transfer any of its property properties or assets to the Company Guarantor or any other of its Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiaries, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of applicable law(a) Existing Indebtedness as in effect on the date of the Indenture, (iiib) existing the Indenture, (c) applicable law or state insurance regulations, (d) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Guarantor or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with respect or in contemplation of such acquisition or in violation of the covenant described in Section 3.09), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person (including its Subsidiaries), or the property or assets of such the Person acquired by (including its Subsidiaries), so acquired, provided that the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets Consolidated EBITDA of such Person so acquired, (iv) is not taken into account in determining whether such acquisition was permitted by the case terms of transfers of any property or assets of a Restricted Subsidiary the Indenture except to the extent that such Consolidated EBITDA would be permitted to be dividended to the Company or the Guarantor by such Person or by a Restricted Subsidiary which is the parent of such Person 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 Restricted Subsidiary (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 assetPerson, (Bf) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any purchase money obligations for property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) arising or agreed to acquired in the ordinary course of businessbusiness that impose restrictions of the nature described in clause (iii) above on the property so acquired, not relating to any (g) Permitted Refinancing Indebtedness, and provided that do not, individually or the restrictions contained in the aggregate, detract from agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the value of property or assets of agreements governing 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 all or substantially all of the Capital Stock of or property and assets of, such Restricted SubsidiaryIndebtedness being refinanced, or (vih) for the benefit Company Credit Agreement and related documentation as the same is in effect on the date of any holder 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 Company Credit Agreement and related documentation as in effect on the date of a Lien permitted under Section 4.09the Indenture. Nothing contained in this Section 4.05 paragraph shall prevent the Company Guarantor or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist entering into any agreement resulting in the incurrence of Liens otherwise permitted in under the provisions of Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries311.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not cause or permit any of its Restricted Subsidiary to 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 (ia) pay dividends or make any other distributions permitted by applicable law on any or in respect of its Capital Stock of such Restricted Subsidiary owned by the Company Stock; (b) make loans or any other Restricted Subsidiary, (ii) advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to Subsidiary of the Company or any other Restricted Subsidiary Company; or (ivc) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiary of the Company, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of of: (1) applicable law; (2) this Indenture or the Credit Agreement; (3) Liens on property described in clause (vi) or (vii) of the definition of Permitted Liens, (iii) existing but only with respect to transfers referred to in clause (c) above; (4) customary non-assignment provisions of any Person or the property or assets of such Person acquired by the Company contract or any lease governing a leasehold interest of any Restricted Subsidiary, existing at Subsidiary of the time of such acquisition and not Incurred in contemplation thereofCompany; (5) any instrument governing Acquired Indebtedness, which encumbrances encumbrance or restrictions are restriction is not applicable to any Person Person, or the property properties or assets of any Person Person, other than such the Person or the property or assets of such Person so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 Lien on, any property properties or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or Person so acquired; (C6) arising or agreed agreements existing on the Issue Date to the extent and in the ordinary course of business, not relating to manner such agreements are in effect on the Issue Date; (7) 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 all or substantially all of the Capital Stock of or property and assets of, such Restricted Subsidiary, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming pending the closing of such sale or suffering to exist any Liens otherwise permitted in Section 4.09 disposition; or (ii8) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (3), (5) restricting or (6) above; PROVIDED, HOWEVER, that the sale provisions relating to such encumbrance or other disposition restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of property or assets Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or any of its Restricted Subsidiaries that secure Indebtedness of the Company restriction contained in agreements referred to in such clause (2), (3), (5) or any of its Restricted Subsidiaries(6).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not permit any of its Restricted Subsidiary to 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 (ii)(a) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by 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 (iib) pay any Indebtedness owed to the Company or any other of its Restricted SubsidiarySubsidiaries, (iiiii) make loans or advances to the Company or any other of its Restricted Subsidiary Subsidiaries or (iviii) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiaries, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (a) this Indenture, any other indenture of the Company existing on the Issue Date and the Credit Agreement, (b) applicable law, (iiic) existing with respect to any Person instrument governing Indebtedness or the property or assets Capital Stock of such a Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 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, (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, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of -------- Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (d) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (e) purchase money obligations for property acquired in the ordinary course of business that secure impose restrictions of the nature described in clause (iii) above on the property so acquired, (f) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such -------- Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, (g) the provisions of any Securitization that are exclusively applicable to any Securitization Entity, or (h) in the case of clause (iii) above, restrictions contained in security agreements securing Indebtedness of Guarantors relating to the Company properties or any assets of its Restricted SubsidiariesGuarantors subject to the Liens created thereby, provided that such Liens were otherwise permitted to be incurred under Section -------- 4.11.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not permit any Restricted Subsidiary to 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 to: (ia) pay dividends or make any other distributions permitted by applicable law on any its Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted SubsidiaryStock, (iib) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (iiic) make loans guarantee any Indebtedness or advances to any other obligation of the Company or any other Restricted Subsidiary Subsidiary, or (ivd) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The Subsidiary (each of the foregoing provisions shall not restrict any restrictions, a "Payment Restriction"), except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (i) applicable law, (ii) this Indenture, (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets customary non-assignment provisions of any Person lease or other than such Person or the property or assets agreement of such Person so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 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, (viv) with respect to any instrument governing Acquired Indebtedness, which encumbrance or restriction was not incurred in connection with, as a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale result of, or disposition of all or substantially all in anticipation of the Capital Stock incurrence of or property such Indebtedness and assets of, such Restricted Subsidiaryis not applicable to any Person, or (vi) for the benefit properties or assets of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent Person, other than the Company Person, or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any Person, so acquired, (v) instruments governing Indebtedness of its Restricted Subsidiaries in respect of Vendor Financing Arrangements incurred in accordance with the terms of this Indenture, (vi) agreements existing on the Issue Date as such agreements are from time to time in effect; provided, however, that secure Indebtedness any amendments or -------- ------- modifications of such agreements which affect the encumbrances or restrictions of the types subject to this covenant shall not result in such encumbrances or restrictions being less favorable to the Company in any material respect, as determined in good faith by the Board of Directors, than the provisions as in effect before giving effect to the respective amendment or modification, (vii) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement described in clause (iv), (v) or (vi) of this Section 4.16; provided, -------- however, that the provisions relating to such encumbrance or ------- restriction contained in any such refinancing, replacement or substitution agreement are not less favorable to the Company in any material respect as determined in good faith by the Board of its Restricted SubsidiariesDirectors than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (iv), (v) or (vi) of this Section 4.16, (viii) Liens permitted under this Indenture to the extent that such Liens restrict the transfer of the asset or assets subject thereto, and (ix) with respect to clause (d) above, purchase money obligations for property acquired in the ordinary course of business pursuant to ordinary business terms.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not cause or permit any Restricted Subsidiary to 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 (ia) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by to the Company or any other Restricted SubsidiarySubsidiary on its Equity Interests or with respect to any other interest or participation in, (ii) or measured by, its profits, or pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iiib) make loans or advances to to, or guarantee any Indebtedness or other obligations of, the Company or any other Restricted Subsidiary or (ivc) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any , except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (i) the Bank Credit Agreement, or any other agreement of the Company or the Restricted Subsidiaries outstanding on the Issue Date, in each case as in effect on the Issue Date, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that any such amendment, restatement, renewal, replacement or refinancing is no more restrictive in the aggregate with respect to such encumbrances or restrictions than those contained in the agreement being amended, restated, renewed, replaced or refinanced; (ii) applicable law, ; (iii) existing with respect to any Person instrument governing Indebtedness or the property or assets Equity Interests of such an Acquired Person acquired by the Company or any Restricted Subsidiary, existing Subsidiary as in effect at the time of such acquisition and not (except to the extent any such Indebtedness or Equity Interests were Incurred by such Acquired Person in connection with, as a result of or in contemplation thereofof such acquisition); provided, which however, that such encumbrances or and restrictions are not applicable to any Person Restricted Subsidiary, or the property properties or assets of any Person Restricted Subsidiary, other than such Person or the property or assets of such Person so acquired, an Acquired Person; (iv) customary non- assignment provisions in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 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 leases 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 Purchase Money Indebtedness for property acquired in the ordinary course of business that only imposes encumbrances and imposed pursuant to an restrictions on the property so acquired; (vi) any agreement that has been entered into for the sale or disposition of all the Equity Interests or substantially all assets of the Capital Stock of or property and assets of, such any Restricted Subsidiary; provided, or however, that such encumbrances and restrictions described in this clause (vi) for are only applicable to such Restricted Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 4.05 to the benefit of any holder of a Lien extent applicable thereto; (vii) refinancing Indebtedness permitted under clause (j) of Section 4.09. Nothing 4.04; provided, however, that such encumbrances and restrictions contained in the agreements governing such Indebtedness are no more restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing; (viii) this Indenture; or (ix) contained in any other indenture governing debt securities that are no more restrictive than those contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted SubsidiariesIndenture.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to to, 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 (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its 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 New Credit Facility, this Indenture, the ResNet Transaction Documents or any other agreements in effect on the 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 Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary 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 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, ; or (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 of, or property and assets of, such Restricted Subsidiary, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i1) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in by the Section 4.09 or (ii2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not shall not, nor shall it cause or permit any of its Restricted Subsidiary to Subsidiaries to, directly or indirectly, create or otherwise cause or permit 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 (ia) pay dividends or make any other distributions permitted by applicable law on any its Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiaryinterest or participation in, or measured by, its profits; (iib) make loans or advances or pay any Indebtedness or other obligation owed to the Company or to any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary of the Company; or (ivc) transfer any of its property or assets to the Company or to any other Restricted Subsidiary. The foregoing provisions shall not restrict Subsidiary of the Company (any such restriction or encumbrance a "Payment Restriction"), except for -104- such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of applicable lawany restrictions contained in (i) the Loan Documents, the Senior Subordinated Indenture and any instrument governing the Take-Out Securities or Exchange Notes to the extent Incurred in accordance with this Agreement; (ii) each of the Senior Credit Facility and the A/R Facility; (iii) existing with respect the Indebtedness pertaining to any Person or the property or assets a Subsidiary of such Person acquired by the Company or any Restricted Subsidiary, existing that is not a Subsidiary of the Company on the Closing Date in existence at the time such Subsidiary becomes a Subsidiary of the Company; PROVIDED, HOWEVER, that any such acquisition Indebtedness was not incurred as a result of, in connection with or in anticipation of the transaction pursuant to which such entity becomes a Subsidiary of the Company and it does not Incurred in contemplation thereof, which encumbrances or restrictions are not applicable apply to any Person Person, or the property or properties of assets of any Person Person, other than the Subsidiary acquired and such Person or the property or assets of such Person so acquired, Indebtedness is otherwise permitted to be incurred pursuant to Section 6.1; (iv) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 6.1 and 6.2 that limits the right of the debtor to dispose of the assets securing such Indebtedness; (v) customary non-assignment provisions of any contract or of any lease governing a leasehold interest of any Subsidiary of the Company; (vi) applicable law; (vii) agreements existing on the Closing Date; (viii) customary non-assignment provisions entered into in the case ordinary course of transfers business and consistent with past practices; (ix) the terms of any purchase money obligations for property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 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 acquired in the ordinary course of business, not relating but only to any Indebtedness, and the extent that do not, individually such purchase money obligations restrict or in prohibit the aggregate, detract from the value of property or assets transfer of the Company property so acquired; (x) any encumbrance or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary, (v) restriction with respect to a Restricted Subsidiary and imposed pursuant to an agreement that which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (xi) any instrument that Refinances any Indebtedness; PROVIDED, HOWEVER, that the provisions relating to any such encumbrance or property and assets of, restriction in any such Restricted Subsidiary, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent instrument are not materially less favorable to the Company or its Subsidiaries or the Lenders than those contained in the agreements governing the Indebtedness that was refinanced; and (xii) an agreement governing Indebtedness (including the Senior Credit Facility) permitted to be incurred pursuant to Sections 6.1(xi) and (xxi) PROVIDED that provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Company in any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting material respect as determined by the sale or other disposition Board of property or assets Directors of the Company or any of in its Restricted Subsidiaries that secure Indebtedness of reasonable and good faith judgment than the Company or any of its Restricted Subsidiariesprovisions contained in the Senior Credit Facility as in effect on the Closing Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiary to 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 to (ia) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by 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, (iib) pay any Indebtedness indebtedness owed to the Company or any other Restricted Subsidiaryof its Subsidiaries, (iiic) make loans or advances or pay any indebtedness owed to the Company or any other Restricted Subsidiary of its Subsidiaries or (ivd) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any of its Subsidiaries, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (1) Existing Indebtedness as in effect on the date of this Indenture, (2) this Indenture, the Notes and the Guarantees, (3) applicable law, (iii4) existing with respect to any Person instrument governing Indebtedness or the property or assets Capital Stock of such a Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 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, (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, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, (5) customary nonassignment provisions in contracts entered into in the ordinary course of business, (6) Purchase Money Obligations for property acquired in the ordinary course of business that secure impose restrictions of the nature described in clause (d) above on the property so acquired, (7) any restriction or encumbrance contained in contracts for sale of assets permitted by Section 4.15 in respect of the assets being sold pursuant to such contracts, (8) 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, (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 less favorable to the Company in any material respect as determined by the Board of Directors of the Company than the provisions relating to such restrictions contained in the agreements referred to in clause (a), (b), (c) or any of its Restricted Subsidiaries(d) above.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to to, 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 (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its 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 Issue Date on this Indenture or any other agreements in effect on the Issue 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 Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary 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 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, ; (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 of, or property and assets of, such Restricted Subsidiary, ; or (vi) for contained in the benefit terms of any holder Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) either (i) the encumbrance or restriction applies only in the event of and during the continuance of a Lien permitted under Section 4.09payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, or (ii) the Company determines at the time any such Indebtedness is Incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes and (B) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings or agreements (as determined by the Company in good faith). Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries Subsidiary that secure Indebtedness of the Company or any of its such Restricted SubsidiariesSubsidiary.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not permit any Restricted Subsidiary to 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 (ia) pay dividends dividends, in cash or otherwise, or make any other distributions permitted by applicable law on or in respect of any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (iib) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iiic) make loans or advances to Investments in the Company or any other Restricted Subsidiary or Subsidiary, (ivd) transfer any of its property or assets to the Company or any other Restricted Subsidiary or (e) guarantee any Indebtedness of the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any , except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (i) any agreement in effect on the Issue Date, (ii) applicable law, (iii) existing with respect to customary non-assignment provisions in leases entered into in the ordinary course of business and other agreements of the Company or any Person Restricted Subsidiary, (iv) any agreement or the property or assets other instrument of such a Person acquired by the Company or any Restricted Subsidiary, existing Subsidiary in existence at the time of such acquisition and (but not Incurred created in contemplation thereof), which encumbrances encumbrance or restrictions are restriction is not applicable to any Person Person, or the properties or assets of any Person, other than the Person, or the property or assets of any Person other than such Person or the property or assets of such Person Person, so acquired, (ivv) in the case of customary restrictions on transfers of property contained in any property or assets of security agreement (including a Restricted Subsidiary to the Company or any other Restricted Subsidiary (Acapital lease obligation) 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 Lien on, any property or assets securing Indebtedness of the Company or any a 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 Subsidiarypermitted hereunder, (vvi) any encumbrance or restriction with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been of the Company entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of or property and assets of, such Restricted SubsidiarySubsidiary permitted under Section 1017, (vii) any agreement or instrument governing or relating to Indebtedness under any senior financing facility permitted to be incurred under clause (g), (j) or (m) of the definition of "Permitted Indebtedness" if such encumbrance or restriction applies only (A) to amounts which at any point in time (other than during such periods as are described in the following clause (B)) (1) exceed scheduled amounts due and payable (or which are to become due and payable within 30 days) in respect of the Notes or this Indenture for interest, premium, and Liquidated Damages, if any, and principal less the amount of cash that is otherwise available to the Company at such time for the payment of interest, premium and Liquidated Damages, if any, and principal due and payable in respect of the Notes or this Indenture or (2) if paid, would result in an event described in the following clause (B) of this sentence, or (viB) for during the benefit pendency of any event that causes, permits or, after notice or lapse of time, would cause or permit the holder or holders of a Lien permitted such Indebtedness to declare such Indebtedness to be immediately due and payable or to require cash collateralization or cash cover for such Indebtedness for so long as such cash collateralization or cash cover has not been provided; (viii) any encumbrance or restriction under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company Vendor Credit Facility; (ix) any encumbrance or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering restriction relating to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition transfer of property or assets comprising an Initial System pursuant to an Incumbent Agreement, and (x) any encumbrance or restriction under any agreement that extends, renews, refinances or replaces agreements containing the encumbrances or restrictions in the foregoing clauses (i) through (vi) and (viii), so long as the Board of Directors of the Company determines in good faith that the terms and conditions of any such encumbrances or restrictions, taken as a whole, are no less favorable to the Company, any of its Restricted Subsidiaries that secure Indebtedness Subsidiary and the holders of the Company Notes than those so extended, renewed, refinanced or any of its Restricted Subsidiariesreplaced.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not permit any of its Restricted Subsidiary to 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 (a) (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by 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 (ii) pay any Indebtedness owed to the Company or any other of its Restricted SubsidiarySubsidiaries, (iiib) make loans or advances or capital contributions to the Company or any other of its Restricted Subsidiary Subsidiaries, or (ivc) sell, lease or transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiaries, except for such encumbrances or restrictions: restrictions existing under or by reasons of (i) existing Existing Indebtedness as in effect on the Closing Datedate of the Original Indenture, (ii) existing under the Credit Agreement, provided that the encumbrances or by reason 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, (iiiv) existing with respect to any Person instrument governing Indebtedness or the property or assets Capital Stock of such a Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 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, (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, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries or of any Person that secure becomes a Restricted Subsidiary as in effect at the time of such acquisition or such Person becoming a Restricted Subsidiary (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition or such Person becoming a Restricted Subsidiary), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that the Consolidated Cash Flow of such Person is not taken into account (to the extent of such restriction) 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 non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vii) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in this 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 no more restrictive than those contained in the agreements governing the Indebtedness or Disqualified Stock being refinanced, or (ix) customary restrictions in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the Company or any extent such restrictions restrict the transfer of its Restricted Subsidiariesthe property subject to such security agreements and mortgages.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to to, 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 (ia) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (iib) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iiic) make loans or advances to the Company or any other Restricted Subsidiary Subsidiary, or (ivd) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: restrictions (ia) existing on the Closing Date in this Indenture, or any other agreements in effect on the 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 taken as a whole 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; (iib) existing under or by reason of applicable law, ; (iiic) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, ; (ivd) in the case of transfers clause (d) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary this Section 1010 (Ai) 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, (Bii) 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 the Indenture, or (Ciii) 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, ; (ve) 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 of, or property and assets of, such Restricted Subsidiary, ; (f) contained in the terms of (i) any Indebtedness Incurred by any Restricted Subsidiary for the purpose of an Asset Acquisition if the Incurrence of such Indebtedness otherwise complies with subclause (i) of clause (a) of Section 1008 or (viii) for any Indebtedness Incurred by any Restricted Subsidiary as allowed under subclause (ii) of clause (a) of Section 1008, and any extensions, refinancings, renewals or replacements of such agreements, provided that the benefit encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole 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; (g) contained in the terms of any holder Indebtedness or any agreement pursuant to which such Indebtedness was issued if (i) the encumbrance or restriction applies only in the event of a Lien permitted under Section 4.09payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (ii) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Securities than is customary in comparable financings (as determined by the Company in good faith), and (iii) the Company determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Securities; or (h) contained in Standard Securitization Undertakings made in connection with Qualified Receivables Transactions. Nothing contained in this Section 4.05 1010 shall prevent the Company or any Restricted Subsidiary from (ia) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in under Section 4.09 1014 or (iib) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiary to 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 (ia) pay dividends or make any other distributions permitted by applicable law on any or in respect of its Capital Stock of such Restricted Subsidiary owned by the Company to itself; (b) make loans or any other Restricted Subsidiary, (ii) advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to Subsidiary of the Company or any other Restricted Subsidiary Company; or (ivc) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiary of the Company, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (1) applicable law; (2) this Indenture, the Notes, the Guarantees and the Collateral Agreements; (iii3) existing with respect to customary non-assignment provisions of any Person or the property or assets of such Person acquired by the Company contract or any lease governing a leasehold interest of any Restricted Subsidiary, existing at Subsidiary of the time of such acquisition and not Incurred in contemplation thereofCompany; (4) any instrument governing Acquired Indebtedness, which encumbrances encumbrance or restrictions are restriction is not applicable to any Person Person, or the property properties or assets of any Person Person, other than such the Person or the property properties or assets of such the Person so acquired; (5) agreements existing on the Issue Date, including, without limitation, the Credit Agreement; (iv6) any contract for sale of assets permitted by Section 4.16 with respect to the assets to be sold pursuant to such contract; (7) in the case of transfers of any property clause (c) above, restrictions contained in security agreements or assets mortgages securing Indebtedness of a Restricted Subsidiary permitted under this Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (8) amendments, modifications, renewals, Refinancings, replacements or substitutions of an instrument or agreement referred to in clause (2), (4) or (5) above; provided, however, that the provisions relating to such encumbrances or restrictions contained in any such Indebtedness, taken as a whole, are no less favorable to the Company or in any other Restricted Subsidiary (A) that restrict in a customary manner material respect as determined by the subletting, assignment or transfer Board 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 Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrances or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) arising or agreed to restrictions contained in the ordinary course of businessagreements or instruments so amended, not relating to any Indebtednessmodified, and that do notrenewed, individually Refinanced, replaced 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 all or substantially all of the Capital Stock of or property and assets of, such Restricted Subsidiary, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiariessubstituted.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiary to 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 of the Company to: (i) pay dividends or make any other distributions permitted by applicable law on any or in respect of its Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, Stock; (ii) make loans or advances or to pay any Indebtedness owed to the Company or any other Restricted Subsidiary, Subsidiary of the Company; or (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiary of the Company, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of of: (a) applicable law; (b) this Indenture, the Guarantees and the Notes; (iiic) existing with respect to customary non-assignment provisions of any Person or the property or assets of such Person acquired by the Company contract or any lease governing a leasehold interest of any Restricted Subsidiary, existing at Subsidiary of the time of such acquisition and not Incurred in contemplation thereofCompany; (d) any instrument governing Acquired Indebtedness, which encumbrances encumbrance or restrictions are restriction is not applicable to any Person Person, or the property properties or assets of any Person Person, other than such the Person or the property or assets of such Person so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 Lien on, any property properties or assets of the Company or Person so acquired; (e) the Credit Agreement and any Restricted Subsidiary not otherwise prohibited by this Indenture or other agreements in effect on the Issue Date; (Cf) 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, (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 Capital Stock or substantially all assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets (in either case, so long as such encumbrance or restriction, by its terms, terminates upon consummation of such sale or termination of such agreements); (g) any agreement or instrument governing Indebtedness or Capital Stock of or property and assets of, such Restricted Subsidiary, or (vi) for any Person in effect at the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of time it is acquired by the Company or any of its Restricted Subsidiaries; (h) purchase money obligations for assets acquired in the ordinary course of business that impose restrictions of the nature described in (3) above on the property so acquired; (i) customary provisions with respect to the disposition or distribution of assets in joint venture agreements and other similar agreements; (j) customary restrictions on transfers of property subject to a Lien permitted under this Indenture imposed by the holder of such Lien; or (k) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement permitted above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the 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 above.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not permit any Restricted Subsidiary to 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 (ia)(i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by to the Company or any other Restricted SubsidiarySubsidiary (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness indebtedness owed to the Company or any other Restricted Subsidiary, Subsidiary or (iiib) make loans or advances to the Company or any other Restricted Subsidiary or (ivc) transfer any of its property or assets Property to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any , except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (i) agreements in effect on the Issue Date; (ii) applicable law, ; (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred customary nonassignment provisions in contemplation thereof, which encumbrances or restrictions are 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 so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 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 leases entered into in the ordinary course of businessbusiness and consistent with past practices; (iv) Permitted Refinancing Indebtedness; provided, not relating to any Indebtednesshowever, and that do not, individually or the restrictions contained in the aggregate, detract from agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the value of property agreements governing the Indebtedness being refinanced; or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary, (v) agreements in existence with respect to a Restricted Subsidiary and imposed pursuant to an agreement at the time it is so designated; provided, however, that has been such agreements are not entered into for the sale in anticipation or disposition contemplation of all or substantially all of the Capital Stock of or property and assets of, such Restricted Subsidiary, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09designation. Nothing contained in this Section 4.05 covenant shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist granting any Liens otherwise Lien permitted in by Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries4.10.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Guarantor will not, and will not permit any Restricted Subsidiary to to, 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 (other than the Issuer) to (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company Guarantor or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company Guarantor or any other Restricted Subsidiary, (iii) make loans or advances to the Company Guarantor or any other Restricted Subsidiary or (iv) transfer any of its property or assets to the Company Guarantor or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Closing Date in the Indenture or any other agreements in effect on the 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, rule or regulation or, to the extent not material to the Guarantor, at the behest of regulatory authorities; (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company Guarantor or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary 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 Lien on, any property or assets of the Company Guarantor or any Restricted Subsidiary not otherwise prohibited by this the 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 Guarantor or any Restricted Subsidiary in any manner material to the Company Guarantor 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 of, or property and assets of, such Restricted Subsidiary, or ; (vi) for with respect to Restricted Subsidiaries in which, on and subsequent to the benefit Closing Date, the Guarantor and its 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 Notes; 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 first paragraph of this Section 4.05 that are contained in any holder stockholders' agreement, joint venture agreement or similar agreement among owners of Common Stock of a Lien permitted under Section 4.09Restricted Subsidiary; provided that such restrictions consist solely of requirements that transactions between such Restricted Subsidiaries and affiliates thereof (including the Guarantor 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 such an affiliate. Nothing contained in this Section 4.05 shall prevent the Company Guarantor or any Restricted Subsidiary from (i1) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 below or (ii2) restricting the sale or other disposition of property or assets of the Company Guarantor or any of its Restricted Subsidiaries that secure Indebtedness of the Company Guarantor or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not permit any Restricted Subsidiary to 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 (ia) pay dividends dividends, in cash or otherwise, or make any other distributions permitted by applicable law on any or in respect of its Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted SubsidiaryStock, (iib) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iiic) make loans Investments in the Company or advances any other Restricted Subsidiary, (d) transfer any of its properties or assets to the Company or any other Restricted Subsidiary or (ive) transfer guarantee any Indebtedness of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any , except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (i) any agreement in effect on the Issue Date, (ii) applicable lawlaw or judicial or regulatory action, (iii) existing with respect to customary nonassignment provisions of any Person lease governing a leasehold interest of the Company or the property any Restricted Subsidiary, (iv) any agreement or assets other instrument of such a Person acquired by the Company or any Restricted Subsidiary, existing Subsidiary in existence at the time of such acquisition and (but not Incurred created in contemplation thereof), which encumbrances encumbrance or restrictions are restriction is not applicable to any Person Person, or the properties or assets of any Person, other than the Person, or the property or assets of any Person other than such Person or the property or assets Person, so acquired and the Subsidiaries of such Person so acquiredPerson, (ivv) in the case of transfers of any mortgage or other Lien on real property acquired or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 improved 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 after the date of this Indenture that prohibit transfers of the type described in (d) above with respect to such real property, (vi) any encumbrance or restriction contained in contracts for sales of assets permitted by Section 10.16 with respect to the assets to be sold pursuant to such contract; (vii) any such customary encumbrance or restriction contained in a security document creating a Permitted Lien to the extent relating to the property or asset subject to such Permitted Lien; (viii) any agreement or other instrument governing any Pari Passu Indebtedness if such encumbrance or restriction applies only (x) to amounts which at any point in time (other than during such periods as are described in clause (y)) (1) exceed amounts due and payable (or which are to become due and payable within 30 days) in respect of the Notes or this Indenture for interest, premium and principal (after giving effect to any realization by the Company under any applicable Currency Agreement), or (C2) arising or agreed to if paid, would result in an event described in the ordinary course following clause (y) of businessthis sentence, or (y) during the pendency of any event that causes, permits or, after notice or lapse of time, would cause or permit the holder(s) of the Indebtedness governed by such agreement or instrument to declare any such Indebtedness to be immediately due and payable or require cash collateralization or cash cover for such Indebtedness for so long as such cash collateralization or cash cover has not relating been provided; or (ix) the refinancing of Indebtedness incurred under the agreements described in clause (v) above, so long as such encumbrances or restrictions are no less favorable in any material respect 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 all or substantially all of the Capital Stock of or property and assets of, such Restricted Subsidiary, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing than those contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted respective agreement as in Section 4.09 or (ii) restricting effect on the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted SubsidiariesIssue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Neither the Company will nor the Parent shall, and neither the Company nor the Parent shall not permit any of their respective Restricted Subsidiary to 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 (a) (i) pay dividends or make any other distributions permitted by applicable law to the Company, the Parent or any of their respective Restricted Subsidiaries (A) on any its Capital Stock of such Restricted Subsidiary owned by the Company or (B) with respect to any other Restricted Subsidiaryinterest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to the Company Company, the Parent or any other of their respective Restricted SubsidiarySubsidiaries, (iiib) make loans or advances or capital contributions to the Company Company, the Parent or any other of their respective Restricted Subsidiary Subsidiaries, or (ivc) sell, lease or transfer any of its property properties or assets to the Company Company, the Parent or any other of their respective Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiaries, except for such encumbrances or restrictions: restrictions existing under or by reasons of (i) existing Existing Indebtedness as in effect on the Closing Datedate of this Indenture, (ii) existing under any Credit Facility, provided that the encumbrances or by reason restrictions contained in such facility 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 this Indenture, (iii) this Indenture and the Notes, (iv) applicable law, (iiiv) existing any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company, the Parent or any of their respective Restricted Subsidiaries or of any Person that becomes a Restricted Subsidiary as in effect at the time of such acquisition or such Person becoming a Restricted Subsidiary (except to the extent such Indebtedness was incurred in connection with respect or in contemplation of such acquisition or such Person becoming a Restricted Subsidiary), which encumbrance or restriction is not applicable to any Person Person, or the properties or assets of any Person, other than the Person, or the property or assets of such Person acquired by the Company or any Restricted SubsidiaryPerson, existing at so acquired, provided that the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets Consolidated Cash Flow of such Person is not taken into account (to the extent of such restriction) 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 non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vii) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in this clause (c) above on the property so acquired, (ivviii) Permitted Refinancings, provided that the encumbrances or restrictions contained in the case of transfers of any property agreements governing such Permitted Refinancings are no more restrictive than those contained in the agreements governing the Indebtedness or assets Disqualified Stock being refinanced, or (ix) customary restrictions in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (A) that extent such restrictions restrict in a customary manner the subletting, assignment or transfer of any the 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 subject 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, such security agreements 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 all or substantially all of the Capital Stock of or property and assets of, such Restricted Subsidiary, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiariesmortgages.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will not, and will not cause or permit any Restricted Subsidiary to 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 to (i) pay dividends dividends, in cash or otherwise, or make any other distributions permitted by applicable law distribution on any or in respect of its Capital Stock of such Restricted Subsidiary owned by or any other interest or participation in, or measured by, its profits, to the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to to, or guarantee any Indebtedness or other obligations of, the Company or any other Restricted Subsidiary or (iv) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict , except any encumbrances encumbrance or restrictions: restriction (iA) existing on the Closing Date, (ii) existing under or by reason of applicable law, (iii) existing with respect to any Person or a Restricted Subsidiary that is not a Restricted Subsidiary on the property or assets of Issue Date, in existence at the time such Person acquired by becomes a Restricted Subsidiary (but not created in contemplation thereof); provided, however, that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 Lien on, any property properties or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or Subsidiary, other than such Person; (CB) arising or agreed to as a result of customary non-assignment provisions in leases entered into in the ordinary course of business, not relating ; (C) existing under any agreement governing the terms of or otherwise arising as a result of Purchase Money Indebtedness (other than Indebtedness incurred to any Indebtedness, and that do not, individually or finance an Asset Acquisition) for property acquired in the aggregate, detract from ordinary course of business that only imposes encumbrances and restrictions on the value of property or assets of the Company or any Restricted Subsidiary so acquired; (D) contained 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 all or substantially all of the Capital Stock of or property and assets of, such Restricted Subsidiary, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of any Restricted Subsidiary; provided, however, that such encumbrances and restrictions described in this clause (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 Company extent applicable thereto; (E) existing under any agreement that Refinances the agreements containing the encumbrance or restrictions in the foregoing clause (A); provided, however, that the terms and conditions of any of its Restricted Subsidiaries that secure Indebtedness such restrictions permitted under this clause (E) are not materially less favorable to the holders 118 130 of the Company Securities than those under or any pursuant to the agreement evidencing the Indebtedness Refinanced; or (F) in existence as a result of its Restricted Subsidiariesapplicable law.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiary to Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance encumbrances or restriction of any kind on the ability of any Restricted Subsidiary to to: (ia) pay dividends or make any other distributions permitted by applicable law on any or in respect of its Capital Stock of such Restricted Subsidiary owned by the Company Stock; (b) make loans or any other Restricted Subsidiaryadvances, (ii) or pay any Indebtedness owed or other obligation owed, to the Company or any other Restricted Subsidiary, ; (iiic) make loans guarantee any Indebtedness or advances to any other obligation of the Company or any other Restricted Subsidiary Subsidiary; or (ivd) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiary (each such encumbrance or restriction, a "Payment Restriction"), except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of of: (1) applicable law; (2) this Indenture; (3) a credit facility described in clause (b) of the definition of Permitted Indebtedness; (4) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary; (5) any instrument governing Acquired Indebtedness, (iii) existing with respect which encumbrance or restriction is not applicable to any such Restricted Subsidiary, or the properties or assets of such Restricted Subsidiary, other than the Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, ; (iv6) agreements existing on the Issue Date to the extent and in the case of transfers of any property or assets of a Restricted Subsidiary to manner such agreements are in effect on the Company or any other Restricted Subsidiary Issue Date; (A7) 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 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, (v) restrictions with respect to a Restricted Subsidiary and imposed of the Company pursuant to an agreement that has been entered into for the sale or disposition of all Capital Stock or substantially all assets of such Restricted Subsidiary to be consummated in accordance with the terms of this Indenture solely in respect of the assets or Capital Stock of to be sold or property disposed of; (8) any instrument governing a Permitted Lien, to the extent and assets of, only to the extent such Restricted Subsidiary, or (vi) for instrument restricts the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale transfer or other disposition of property assets subject to such Permitted Lien; or assets (9) an agreement governing Refinancing Indebtedness in relation to the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2) or (6) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Refinancing Indebtedness are not less favorable to the Holders 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 any of its Restricted Subsidiaries that secure Indebtedness of restriction contained in the Company applicable agreement referred to in such clause (2) or any of its Restricted Subsidiaries(6).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to to, 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 (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its 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 or any other agreements in effect on the Closing Date, and any 53 44 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 Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary 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 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, ; (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 of, or property and assets of, such Restricted Subsidiary, or Subsidiary during the period between the execution of such agreement and the closing thereunder within three months of such execution; (vi) for with respect to Restricted Subsidiaries in which, on and subsequent to the benefit 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; (vii) encumbrances or restrictions solely of the type referred to in clause (iii) or (iv) of the preceding paragraph that are contained in 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 (including the 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 such an affiliate; or (viii) contained in the terms of any holder Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a Lien permitted under Section 4.09payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Securities than is customary in comparable financings (as determined by the Company) and (C) the Company determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Securities. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i1) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not cause or permit any of its Restricted Subsidiary to 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 (ia) pay dividends or make any other distributions permitted by applicable law on any or in respect of its Capital Stock of such Restricted Subsidiary owned by the Company Stock; (b) make loans or any other Restricted Subsidiary, (ii) advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to Subsidiary of the Company or any other Restricted Subsidiary Company; or (ivc) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiary of the Company, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of of: (1) applicable law, ; (iii2) existing with respect to this Indenture; (3) customary non-assignment provisions of any Person or the property or assets of such Person acquired by the Company contract or any lease governing a leasehold interest of any Restricted Subsidiary, existing at Subsidiary of the time of such acquisition and not Incurred in contemplation thereofCompany; (4) any instrument governing Acquired Indebtedness, which encumbrances encumbrance or restrictions are restriction is not applicable to any Person Person, or the property properties or assets of any Person Person, other than such the Person or the property or assets of such Person so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 Lien on, any property properties or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or Person so acquired; (C5) arising or agreed agreements existing on the Issue Date to the extent and in the ordinary course of businessmanner such agreements are in effect on the Issue Date, not relating including the Credit Facilities; (6) an agreement governing Indebtedness incurred to any IndebtednessRefinance the Indebtedness issued, and that do not, individually assumed 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 incurred 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 ofreferred to in CLAUSE (2), such Restricted Subsidiary, (4) or (vi5) for above; PROVIDED, HOWEVER, that the benefit of any holder of a Lien permitted under Section 4.09. Nothing provisions relating to such encumbrance or restriction contained in this Section 4.05 shall prevent any such Indebtedness are no less favorable to the Company or in any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting material respect as determined by the sale or other disposition Board of property or assets Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or any of its Restricted Subsidiaries that secure Indebtedness of the Company restriction contained in agreements referred to in such CLAUSE (2), (4) or any of its Restricted Subsidiaries(5).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not shall not, nor shall it cause or permit any of its Restricted Subsidiary to Subsidiaries to, directly or indirectly, create or otherwise cause or permit 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 (ia) pay dividends or make any other distributions permitted by applicable law on any its Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiaryinterest or participation in, or measured by, its profits; (iib) make loans or advances or pay any Indebtedness or other obligation owed to the Company or to any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary of the Company; or (ivc) transfer any of its property or assets to the Company or to any other Restricted Subsidiary. The foregoing provisions shall not restrict Subsidiary of the Company (any such restriction or encumbrance a "PAYMENT RESTRICTION"), except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of applicable lawany restrictions contained in (i) the Credit Documents; (ii) the Revolving Credit Facility or the Second Lien Credit Facility, in each case, to the extent and in the manner such Payment Restrictions are contained therein on the Closing Date; (iii) existing with respect the Indebtedness pertaining to any Person or the property or assets a Restricted Subsidiary of such Person acquired by the Company or any Restricted Subsidiary, existing that is not a Subsidiary of the Company on the Closing Date in existence at the time such Subsidiary becomes a Subsidiary of the Company; provided, however, that any such acquisition Indebtedness was not incurred as a result of, in connection with or in anticipation of the transaction pursuant to which such entity becomes a Subsidiary of the Company and it does not Incurred in contemplation thereof, which encumbrances or restrictions are not applicable apply to any Person Person, or the property or properties of assets of any Person Person, other than the Subsidiary acquired and such Person or the property or assets of such Person so acquired, Indebtedness is otherwise permitted to be incurred pursuant to Section 6.1; (iv) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 6.1 and 6.2 that limits the right of the debtor to dispose of the assets securing such Indebtedness; (v) customary non-assignment provisions of any contract or of any lease governing a leasehold interest of any Subsidiary of the Company; (vi) applicable law; (vii) agreements existing on the Closing Date to the extent and in the case manner such Payment Restrictions are in effect on the Closing Date; (viii) customary non-assignment provisions entered into in the ordinary course of transfers business and consistent with past practices; (ix) the terms of any purchase money obligations or Capitalized Lease Obligations for property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 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 acquired in the ordinary course of business, not relating but only to any Indebtedness, and the extent that do not, individually such purchase money obligations or in Capitalized Lease Obligations restrict or prohibit the aggregate, detract from the value of property or assets transfer of the Company property so acquired; (x) any encumbrance or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary, (v) restriction with respect to a Restricted Subsidiary and imposed pursuant to an agreement that which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (xi) agreements relating to Indebtedness incurred pursuant to Section 6.1(b)(xx); (xii) any instrument that Refinances any Indebtedness; provided, however, that the provisions relating to any such encumbrance or property and assets of, restriction in any such Restricted Subsidiary, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent instrument are not materially less favorable to the Company or its Subsidiaries or the Lenders than those contained in the agreements governing the Indebtedness that was refinanced; and (xiii) an agreement governing Indebtedness permitted to be incurred pursuant to Section 6.1(a) or clause (x) of the definition of "Permitted Indebtedness," provided that provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Company in any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting material respect as determined by the sale or other disposition Board of property or assets Directors of the Company or any of in its Restricted Subsidiaries that secure Indebtedness of reasonable and good faith judgment than the Company or any of its Restricted Subsidiariesprovisions contained in the Credit Documents as in effect on the Closing Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not cause or permit any of its Restricted Subsidiary to 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 (ia) pay dividends or make any other distributions permitted by applicable law on any or in respect of its Capital Stock of such Restricted Subsidiary owned by the Company Stock; (b) make loans or any other Restricted Subsidiary, (ii) advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to Subsidiary of the Company or any other Restricted Subsidiary Company; or (ivc) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiary of the Company, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of of: (1) applicable law, ; (iii2) existing with respect to this Indenture; (3) customary non-assignment provisions of any Person or the property or assets of such Person acquired by the Company contract or any lease governing a leasehold interest of any Restricted Subsidiary, existing at Subsidiary of the time of such acquisition and not Incurred in contemplation thereofCompany; (4) any instrument governing Acquired Indebtedness, which encumbrances encumbrance or restrictions are restriction is not applicable to any Person Person, or the property properties or assets of any Person Person, other than such the Person or the property or assets of such Person so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 Lien on, any property properties or assets of the Company or any Restricted Subsidiary Person so acquired (including, but not otherwise prohibited by this Indenture or limited to, such Person's direct and indirect Subsidiaries); (C5) arising or agreed agreements existing on the Issue Date to the extent and in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or manner such agreements are in effect on 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, Issue Date; (v6) 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) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets (in either case, so long as such encumbrance or restriction, by its terms, terminates on the earlier of the termination of such agreement or the consummation of such agreement and so long as such restriction applies only to the Capital Stock or assets to be sold); (7) the Credit Agreement; (8) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5) or (7) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company or in any material respect as determined by the Board of its Restricted Subsidiaries that secure Indebtedness 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 clause (2), (4) or (5); (9) any security or pledge agreements, leases or options (or similar agreements) containing customary restrictions on transfers of its Restricted Subsidiariesthe assets encumbered thereby or leased or subject to option or on the transfer or subletting of the leasehold interest represented thereby; or (10) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of contracts, instruments or obligations referred to in clauses (1) through (9); 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 encumbrances or restrictions than those contained in such contracts, instruments or obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. SECTION 4.14.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to to, 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 (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its 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 Facility, this Indenture or any other agreements in effect on the 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 Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary 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 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, ; (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 of, or property and assets of, such Restricted Subsidiary, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.such

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not cause or permit any of its Restricted Subsidiary to 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 (a) (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by 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 (ii) pay repay any Indebtedness Debt or any other obligation owed to the Company or any other Restricted SubsidiarySubsidiary of the Company, (iiib) make loans or advances or capital contributions to the Company or any other of its Restricted Subsidiary Subsidiaries or (ivc) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiaries, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (i) 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, (ii) encumbrances or restrictions in the Credit Facilities, (iii) this Indenture, the Notes and any Guarantees, (iv) applicable law, (iiiv) existing with respect any instrument governing Acquired Debt as in effect at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the property or assets of such the Person acquired by (including any Subsidiary of the Company or any Restricted SubsidiaryPerson), existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, (ivvi) customary non-assignment provisions in the case of transfers of any property leases or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 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 agreements entered in the ordinary course of businessbusiness and consistent with past practices, (vii) Refinancing Debt; provided that such restrictions are not relating to any Indebtedness, and that do not, individually or on the whole materially more restrictive than those contained in the aggregateagreements governing the Debt being extended, detract from the value of property refinanced, renewed, replaced, defeased or assets refunded, (viii) restrictions in security agreements or mortgages securing Debt of the Company or any a Restricted Subsidiary in any manner material only to the Company or any Restricted Subsidiaryextent such restrictions restrict the transfer of the property subject to such security agreements and mortgages, (vix) restrictions with respect to a Restricted Subsidiary and imposed 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 property and 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 restricts transfers of such Restricted Subsidiaryassets 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 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 (B) solely relates to the Property financed with such Purchase Money Debt, or (vixiv) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale restrictions on cash or other disposition deposits imposed by customers under contracts entered into in the ordinary course of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiariesbusiness.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to to, 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 (ia) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (iib) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iiic) make loans or advances to the Company or any other Restricted Subsidiary Subsidiary, or (ivd) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: restrictions (ia) existing on the Closing Date in this Indenture, or any other agreements in effect on the 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 taken as a whole 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; (iib) existing under or by reason of applicable law, ; (iiic) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, ; (ivd) in the case of transfers clause (d) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary this Section 1010, (Ai) 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, (Bii) 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 Indenture, or (Ciii) 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, ; (ve) 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 of, or property and assets of, such Restricted Subsidiary, ; (f) contained in the terms of (i) any Indebtedness Incurred by any Restricted Subsidiary in connection with an Asset Acquisition if the Incurrence of such Indebtedness otherwise complies with subclause (i) of clause (a) of Section 1008 or (viii) for any Indebtedness Incurred by any Restricted Subsidiary as allowed under subclause (ii) of clause (a) of Section 1008, and any extensions, refinancings, renewals or replacements of such agreements; provided that the benefit encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole 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; (g) contained in the terms of any holder Indebtedness or any agreement pursuant to which such Indebtedness was issued if (i) the encumbrance or restriction applies only in the event of a Lien permitted under Section 4.09payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (ii) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Securities than is customary in comparable financings (as determined by the Company in good faith), and (iii) the Company determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Securities; or (h) contained in Standard Securitization Undertakings made in connection with Qualified Receivables Transactions. Nothing contained in this Section 4.05 1010 shall prevent the Company or any Restricted Subsidiary from (ia) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in under Section 4.09 1014 or (iib) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will Issuers shall not, and shall not permit any of their Restricted Subsidiary to 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 Issuers to (ia)(i) pay dividends or make any other distributions permitted by applicable law to the Issuers or any Restricted Subsidiary of the Issuers (A) on any its Capital Stock of such Restricted Subsidiary owned by the Company or (B) with respect to any other interest or participation in, or measured by, its profits or (ii) repay any Indebtedness or any other Restricted Subsidiary, (ii) pay any Indebtedness obligation owed to the Company Issuers or any other Restricted SubsidiarySubsidiary of the Issuers, (iiib) make loans or advances or capital contributions to the Company Issuers or any other of their Restricted Subsidiary Subsidiaries or (ivc) transfer any of its property properties or assets to the Company Issuers or any other of their Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiaries, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (i) encumbrances or 82 -73- restrictions existing on the Series A/B Issue Date to the extent and in the manner such encumbrances and restrictions were in effect on the Series A/B Issue Date (including without limitation pursuant to the Senior Credit Facility or under the Series B Notes or the Discount Notes), (ii) the Indenture, the Notes and the Guarantees and the Series C/D Indenture, Series D Notes and the related guarantees, (iii) applicable law, (iiiiv) existing with respect any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person Person, or the properties or assets of any Person, other than the Person, or the property or assets of such the Person acquired by (including any Subsidiary of the Company or any Restricted SubsidiaryPerson), existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, (ivv) customary non-assignment provisions in leases or other agreements entered in the case ordinary course of transfers business and consistent with past practices, (vi) Refinancing Indebtedness; provided that such payment restrictions are no more restrictive than those contained in the agreements governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, (vii) customary restrictions in security agreements or mortgages securing Indebtedness of any property the Issuers or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (A) that extent such restrictions restrict in a customary manner the subletting, assignment or transfer of any the 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 subject 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 such security agreements and mortgages or (Cviii) 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, (v) customary restrictions with respect to a Restricted Subsidiary and imposed of the Issuers 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 or property and assets of, such Restricted Subsidiary, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to to, 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 (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its 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 DateEffective Date in the Credit Facility, this Indenture or any other agreements in effect on the Effective Date or contemplated by the Plan, 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 Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary 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 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, 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 all or substantially all of the Capital Stock of of, or property and assets of, such Restricted Subsidiary, or ; (vi) for encumbrances or restrictions relating solely to Foreign Subsidiaries that support Indebtedness incurred under clause (ix) of the benefit second paragraph of paragraph (a) of Section 4.03; (vii) existing with respect to any holder of Unrestricted Subsidiary at the time it is designated or deemed to become a Lien permitted under Restricted Subsidiary or (viii) with respect only to DSI, imposed pursuant to an agreement governing the Indebtedness incurred pursuant to Section 4.094.03(a)(ix). Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i1) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in under Section 4.09 or (ii2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to to, 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 (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its 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, 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 Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, Subsidiary and existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary 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 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, ; (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 of, or property and assets of, such Restricted Subsidiary, ; or (vi) for contained in the benefit terms of any holder Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a Lien permitted payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement; provided that in the case of the Credit Agreement the encumbrance or restriction may apply if an event of default (other than an event of default resulting solely from the breach of a representation or warranty) occurs and is continuing under Section 4.09the Credit Agreement; provided that, with respect to any event of default (other than a payment default, a bankruptcy event with respect to the Company, Interstate FiberNet, Inc. or any Significant Subsidiary or the loss of a material license or fiber network) under the Credit Agreement, such encumbrance or restriction may not prohibit dividends to the Company to pay scheduled interest on the Notes for more than 180 days in any consecutive 360-day period, (B) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Company) and (C) the Company determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i1) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiary to 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 (ia) pay dividends dividends, in cash or otherwise, or make any other distributions permitted by applicable law on any or in respect of its Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiaryinterest or participation in, or measured by, its profits, (iib) pay any Indebtedness owed to the Company or any other Restricted SubsidiarySubsidiary of the Company, (iiic) make loans or advances to to, or any investment in, the Company or any other Restricted Subsidiary or of the Company, (ivd) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict Subsidiary of the Company or (e) guarantee any Indebtedness of the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (i) applicable law, (ii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company, (iii) existing with respect customary restrictions on transfers of property subject to a Lien permitted under this Indenture which could not materially adversely affect the Company's ability to satisfy its obligations under this Indenture and the Securities, (iv) any Person agreement or the property or assets other instrument of such Person a person acquired by the Company or any Restricted Subsidiary, existing Subsidiary of the Company (or a Restricted Subsidiary of such person) in existence at the time of such acquisition and (but not Incurred created in contemplation thereof), which encumbrances encumbrance or restrictions are restriction is not applicable to any Person person, or the property properties or assets of any Person person, other than such Person the person, or the property properties or assets of such Person the person, so acquired, (ivv) provisions contained in the case of transfers of any property agreements or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 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 instruments relating to any Indebtedness, and that do not, individually or in Indebtedness which prohibit 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 transfer of all or substantially all of the Capital Stock assets of the obligor thereunder unless the transferee shall assume the obligations of the obligor under such agreement or property and assets ofinstrument, such Restricted Subsidiary, or (vi) for encumbrances and restrictions under and as contemplated by agreements governing Indebtedness in effect on the benefit Issue Date and encumbrances and restrictions in permitted refinancing or replacements thereof which are no less favorable to the Holders of any holder of a Lien permitted under Section 4.09. Nothing the Securities than those contained in this Section 4.05 shall prevent the Company Indebtedness so refinanced or replaced and (vii) any Restricted Accounts Receivable Subsidiary from (i) creating, Incurring, assuming or suffering to exist in connection with any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted SubsidiariesAccounts Receivable Transaction.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiary to 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 (ii)(a) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by 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 (iib) pay any Indebtedness owed to the Company or any other of its Restricted SubsidiarySubsidiaries, (iiiii) make loans or advances to the Company or any other of its Restricted Subsidiary or Subsidiaries, (iviii) transfer any of its property or assets properties to the Company or any other of its Restricted Subsidiary. The foregoing provisions shall not restrict Subsidiaries, (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: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (A) Existing Indebtedness, (B) the Bank Credit Agreement, (C) applicable law, (iiiD) existing with respect to any Person instrument governing Indebtedness or the property or assets Capital Stock of such a Person acquired by the Company or any of its Restricted Subsidiary, existing Subsidiaries as in effect at the time of such acquisition and not (except to the extent such Indebtedness was Incurred in connection with or in contemplation thereofof such acquisition), which encumbrances encumbrance or restrictions are restriction is not applicable to any Person Person, or the properties of any Person, other than the Person, or the property or assets of any Person other than such Person or the property or assets of such Person Person, so acquired, (iv) provided that in the case of transfers Indebtedness, such Indebtedness was permitted by the terms of any property this Indenture to be Incurred, (E) customary non-assignment provisions in leases, licenses, sales agreements or assets of a Restricted Subsidiary other contracts (but excluding contracts related to the Company or any other Restricted Subsidiary (Aextension of credit) 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 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 entered into in the ordinary course of business, not relating to any Indebtedness, business 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 Subsidiaryconsistent with past practices, (vF) with respect to a Restricted Subsidiary and restrictions imposed pursuant to an a binding agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock Equity Interests or assets of or property and assets of, such any Restricted Subsidiary, or (vi) for provided such restrictions apply solely to the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property Equity Interests or assets being sold, (G) restrictions imposed by Permitted Liens on the transfer of the Company assets that are subject to such Liens, and (H) Permitted Refinancing Indebtedness Incurred to refinance Existing Indebtedness or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiariestype described in clause (D) above, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, as a whole, than those contained in the agreements governing the Indebtedness being refinanced.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will shall not, and shall not cause or permit any Restricted Subsidiary to 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 (ia) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by to the Company or any other Restricted SubsidiarySubsidiary on its Equity Interests or with respect to any other interest or participation in, (ii) or measured by, its profits, or pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iiib) make loans or advances to to, or guarantee any Indebtedness or other obligations of, or make any Investment in, the Company or any other Restricted Subsidiary Subsidiary, or (ivc) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any , except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (i) the Credit Facility, or any other agreement of the Company or the Restricted Subsidiaries outstanding on the Issue Date, in each case as in effect on the Issue Date, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that any such amendment, restatement, renewal, replacement or refinancing is no more restrictive in the aggregate with respect to such encumbrances or restrictions than those contained in the agreement being amended, restated, reviewed, replaced or refinanced; (ii) applicable law, ; (iii) existing with respect to any Person instrument governing Indebtedness or the property or assets Equity Interests of such an Acquired Person acquired by the Company or any Restricted Subsidiary, existing Subsidiary as in effect at the time of such acquisition and not (except to the extent such Indebtedness was Incurred by such Acquired Person in connection with, as a result of or in contemplation thereofof such acquisition); provided, which however, that such encumbrances or and restrictions are 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 so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 toSubsidiary, or Lien on, any property the properties or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or Subsidiary, other than the Acquired Person; (Civ) arising or agreed to customary non-assignment provisions in leases entered into in the ordinary course of businessbusiness and consistent with past practices; (v) Purchase Money Indebtedness for property acquired in the ordinary course of business that only imposes encumbrances and restrictions on the property so acquired; (vi) any agreement for the sale or disposition of the Equity Interests or assets of any Restricted Subsidiary; provided, not relating however, that such encumbrances and restrictions described in this clause (vi) are only applicable to any Indebtednesssuch Restricted Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 8 to the extent applicable thereto; (vii) refinancing Indebtedness permitted under clause (g) of the second paragraph of Section 7; provided, however, that do not, individually or such encumbrances and restrictions contained in the aggregateagreements governing such Indebtedness are no more restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing; (viii) the Indenture or the Notes; (ix) mortgages, detract from pledges or other security agreements permitted under the value Notes securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or assets other security agreements; (x) Liens securing Indebtedness otherwise permitted to be Incurred pursuant to Section 14 that limit the right of the Company or any Restricted Subsidiary in any manner material to dispose of the assets subject to such Liens; (xi) provisions with respect to the Company disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (xii) any Restricted Subsidiaryother security agreement, instrument or document relating to Senior Indebtedness hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Credit Facility as in effect on the Issue Date; (vxiii) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital lease; (xiv) Indebtedness Incurred by Foreign 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, Subsidiaries; or (vixv) for customary restrictions imposed on the benefit payment of any holder of dividends by a Lien permitted under Section 4.09. Nothing contained Receivables Entity in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiariesconnection with a Qualified Receivables Transaction.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuers will not, and will not permit any of their Restricted Subsidiary to 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 an Issuer to (ia)(i) pay dividends or make any other distributions permitted by applicable law to an Issuer or any Restricted Subsidiary of an Issuer (A) on any its Capital Stock of such Restricted Subsidiary owned by the Company or (B) with respect to any other interest or participation in, or measured by, its profits or (ii) repay any Indebtedness or any other obligation owed to an Issuer or any Restricted SubsidiarySubsidiary of an Issuer, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iiib) make loans or advances or capital contributions to the Company an Issuer or any other of its Restricted Subsidiary Subsidiaries or (ivc) transfer any of its property properties or assets to the Company an Issuer or any other of their Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiaries, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (i) 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, (ii)(x) this Indenture, the Notes and the Guarantees and (y) the Senior Notes Indenture, the Senior Notes and the Senior Guarantees, (iii) applicable law, (iiiiv) existing with respect the Senior Credit Facility, (v) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person Person, or the properties or assets of any Person, other than the Person, or the property or assets of such the Person acquired by (including any Subsidiary of the Company or any Restricted SubsidiaryPerson), existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, (ivvi) customary non-assignment provisions in leases or other agreements entered in the case ordinary course of transfers business and consistent with past practices, (vii) 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, (viii) customary restrictions in security agreements or mortgages securing Indebtedness of any property an Issuer or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (A) that extent such restrictions restrict in a customary manner the subletting, assignment or transfer of any the 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 subject 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 such security agreements and mortgages or (Cix) 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, (v) customary restrictions with respect to a Restricted Subsidiary and imposed of an 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 or property and assets of, such Restricted Subsidiary, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiary to 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 (i) pay dividends or make any other distributions permitted by applicable law on any its Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness Debt owed to the Company or any other a Restricted SubsidiarySubsidiary of the Company, (iiiii) make loans or advances to the Company or any other a Restricted Subsidiary of the Company or (iviii) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any Company, except for encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (A) applicable law, (iiiB) the Indenture, (C) agreements existing on the Issue Date, (D) 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 instrument governing or evidencing Acquired Debt of a Person at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or such Person's property or assets, so acquired, PROVIDED that such Debt, and such encumbrance or restriction, is not incurred in connection with, or in contemplation of, such acquisition, (G) any encumbrances or restrictions contained in any Debt governing any refinancings of the Debt or renewals of other agreements referred to in clauses (C) or (F), PROVIDED that the encumbrances and restrictions contained in any such 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 such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, (ivJ) restrictions in agreements governing Debt incurred after the case of transfers of Issue Date that are, taken as a whole, no less favorable in any property or assets of a Restricted Subsidiary material respect to the Company or any other Restricted Subsidiary Holders than restrictions contained in agreements governing Debt in effect on the Issue Date, (AK) that restrict in a customary manner the subletting, assignment or restrictions on 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, (v) with respect subject to a Restricted Subsidiary and imposed pursuant to an sale agreement that has been entered into for in compliance with the sale or disposition Indenture and (L) restrictions on assignment of all or substantially all of the Capital Stock of or property and assets of, arising from Liens on such Restricted Subsidiary, or (vi) for the benefit of any holder of a Lien assets that are permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted SubsidiariesIndenture.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not cause or permit any of its Restricted Subsidiary to 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 (a) (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by 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 (ii) pay repay any Indebtedness Debt or any other obligation owed to the Company or any other Restricted SubsidiarySubsidiary of the Company, (iiib) make loans or advances or capital contributions to the Company or any other of its Restricted Subsidiary Subsidiaries or (ivc) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiaries, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (i) 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, (ii) encumbrances or restrictions in the Credit Facilities, (iii) this Indenture, the Notes and any Guarantees, (iv) applicable law, (iiiv) existing with respect any instrument governing Acquired Debt as in effect at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the property or assets of such the Person acquired by (including any Subsidiary of the Company or any Restricted SubsidiaryPerson), existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, (ivvi) customary non-assignment provisions in the case of transfers of any property leases or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 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 agreements entered in the ordinary course of businessbusiness and consistent with past practices, (vii) Refinancing Debt; PROVIDED that such restrictions are not relating to any Indebtedness, and that do not, individually or on the whole materially more restrictive than those contained in the aggregateagreements governing the Debt being extended, detract from the value of property refinanced, renewed, replaced, defeased or assets refunded, (viii) restrictions in security agreements or mortgages securing Debt of the Company or any a Restricted Subsidiary in any manner material only to the Company or any Restricted Subsidiaryextent such restrictions restrict the transfer of the property subject to such security agreements and mortgages, (vix) restrictions with respect to a Restricted Subsidiary and imposed 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 property and 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 restricts transfers of such Restricted Subsidiaryassets 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 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 (B) solely relates to the Property financed with such Purchase Money Debt, or (vixiv) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale restrictions on cash or other disposition deposits imposed by customers under contracts entered into in the ordinary course of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiariesbusiness.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will Guarantor may not, and may not permit any Restricted Subsidiary to 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 of the Guarantor (i) to pay dividends (in cash or otherwise) or make any other distributions permitted by applicable law on any in respect of its Capital Stock of such Restricted Subsidiary owned by the Company Guarantor or any other Restricted Subsidiary of the Guarantor or pay any Debt or other obligation owed to the Guarantor or any other Restricted Subsidiary, ; (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company Guarantor or any other Restricted Subsidiary Subsidiary; or (iviii) to transfer any of its property or assets to the Company Guarantor or any other Restricted Subsidiary. The foregoing provisions shall not restrict Notwithstanding the foregoing, the Guarantor may, and may permit any encumbrances Restricted Subsidiary to, suffer to exist any such encumbrance or restrictions: restriction (ia) existing pursuant to any agreement in effect on the Closing Date, date hereof; (iib) existing under or by reason of applicable law, (iii) existing with respect pursuant to an agreement relating to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereofAcquired Debt, which encumbrances encumbrance or restrictions are restriction is not applicable to any Person Person, or the property properties or assets of any Person Person, other than such the Person or the property or assets so acquired and was not Incurred in anticipation of such Person so being acquired; (c) pursuant to an agreement effecting a renewal, refunding or extension of Debt Incurred pursuant to an agreement referred to in clause (iva) or (b) above; provided, however, that the provisions contained in such renewal, refunding or extension 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; (d) in the case of transfers clause (iii) in the above paragraph, contained in any security agreement (including a Capital Lease Obligation) securing Debt of any property the Guarantor or assets of a Restricted Subsidiary otherwise permitted hereunder, but only to the Company or any other Restricted Subsidiary (A) that extent such restrictions restrict in a customary manner the subletting, assignment or transfer of any the property or asset that is a leasesubject to such security agreement; (e) in the case of clause (iii) in the above paragraph, 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 customary nonassignment provisions entered into in the ordinary course of business, not relating to any Indebtedness, business in leases 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, other agreements; (vf) with respect to a Restricted Subsidiary and of the Guarantor imposed pursuant to an agreement that which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of or property and assets of, such Restricted Subsidiary, provided that (x) the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice or both, would constitute an Event of Default, (viy) for such restriction terminates if such transaction is not consummated and (z) the benefit consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; (g) pursuant to applicable law or required by any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent regulatory authority having jurisdiction over the Company Guarantor or any Restricted Subsidiary from Subsidiary; (h) pursuant to this Indenture and the Securities or the Senior Discount Securities Indenture and the Senior Discount Securities; (i) creating, Incurring, assuming or suffering to exist any Liens constituting a Lien otherwise permitted pursuant to Section 10.15; and (j) other encumbrances or restrictions that are not materially more restrictive than customary provisions in Section 4.09 or (ii) restricting the sale or other disposition of property or assets comparable financings provided that each of the Company or any of its Restricted Subsidiaries Issuer and the Guarantor provides an Officer's Certificate to the Trustee to the effect that secure Indebtedness in the opinion of the Company signers of such certificate such encumbrances or any restrictions will not materially impact the Issuers' and the Guarantors' ability to make scheduled payments of its Restricted Subsidiariesinterest and principal under the Securities.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not cause or permit any of its Restricted Subsidiary to 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 (a) (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by 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 (ii) pay repay any Indebtedness Debt or any other obligation owed to the Company or any other Restricted SubsidiarySubsidiary of the Company, (iiib) make loans or advances or capital contributions to the Company or any other of its Restricted Subsidiary Subsidiaries or (ivc) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiaries, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (i) 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, (ii) encumbrances or restrictions in the New Credit Facilities, (iii) this Indenture, the Notes and any Guarantees, (iv) applicable law, (iiiv) existing with respect any instrument governing Acquired Debt as in effect at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the property or assets of such the Person acquired by (including any Subsidiary of the Company or any Restricted SubsidiaryPerson), existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, (ivvi) customary non-assignment provisions in the case of transfers of any property leases or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 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 agreements entered in the ordinary course of businessbusiness and consistent with past practices, (vii) Refinancing Debt; PROVIDED that such restrictions are not relating to any Indebtedness, and that do not, individually or on the whole materially more restrictive than those contained in the aggregateagreements governing the Debt being extended, detract from the value of property refinanced, renewed, replaced, defeased or assets refunded, (viii) restrictions in security agreements or mortgages securing Debt of the Company or any a Restricted Subsidiary in any manner material only to the Company or any Restricted Subsidiaryextent such restrictions restrict the transfer of the property subject to such security agreements and mortgages, (vix) restrictions with respect to a Restricted Subsidiary and imposed 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 property and 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 restricts transfers of such Restricted Subsidiaryassets 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 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 (B) solely relates to the Property financed with such Purchase Money Debt, or (vixiv) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale restrictions on cash or other disposition deposits imposed by customers under contracts entered into in the ordinary course of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiariesbusiness.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not permit any of its Restricted Subsidiary to 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 (ii)(a) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by 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 (iib) pay any Indebtedness owed to the Company or any other of its Restricted SubsidiarySubsidiaries, (iiiii) make loans or advances to the Company or any other of its Restricted Subsidiary Subsidiaries or (iviii) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiaries, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (a) this Indenture, (b) applicable law, (iiic) existing with respect to any Person instrument governing Indebtedness or the property or assets Capital Stock of such a Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 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, (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, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (d) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (e) purchase money obligations for property acquired in the ordinary course of business that secure impose restrictions of the nature described in clause (iii) above on the property so acquired, (f) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, (g) the provisions of any Securitization that are exclusively applicable to any Securitization Entity, or (h) in the case of clause (iii) above, restrictions contained in security agreements securing Indebtedness of Guarantors relating to the Company properties or any assets of its Restricted SubsidiariesGuarantors subject to the Liens created thereby, provided that such Liens were otherwise permitted to be incurred under Section 4.11.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not permit any Restricted Subsidiary to to, 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 (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its 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, 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 Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, Subsidiary and existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary 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 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, ; (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 of, or property and assets of, such Restricted Subsidiary, ; or (vi) for contained in the benefit terms of any holder Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a Lien permitted payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement; provided that in the case of the Credit Agreement the encumbrance or restriction may apply if an event of default (other than an event of default resulting solely from the breach of a representation or warranty) occurs and is continuing under Section 4.09the Credit Agreement; provided that, with respect to any event of default (other than a payment default, a bankruptcy event with respect to the Company or the loss of a material license or fiber network) under the Credit Agreement, such encumbrance or restriction may not prohibit dividends to the Company to pay scheduled interest on the Notes for more than 180 days in any consecutive 360-day period, (B) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings (as determined by the Company) and (C) the Company determines (as evidenced by a resolution of the Board of Directors) that any such encumbrance or restriction is not reasonably expected to materially affect the Company's ability to make principal or interest payments on the Notes. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i1) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not permit any of the Restricted Subsidiary to 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 to (i) pay dividends or make any other distributions permitted by applicable law on any its Capital Stock of such Restricted Subsidiary owned by the Company Stock, or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other of its Restricted SubsidiarySubsidiaries, (iiiii) make loans or advances to any Investment in the Company or any other of its Restricted Subsidiary or Subsidiaries, (iviii) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary. The foregoing provisions shall not restrict Subsidiaries or (iv) guarantee any Indebtedness of the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (A) applicable law, (iiiB) existing with respect any instrument governing Acquired Indebtedness permitted to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, be incurred under Section 4.9 which encumbrances or restrictions are not applicable to any Person or the property properties or assets of any Person Person, other than such the Person so acquired or its Subsidiaries, or the property or assets of such the Person so acquiredacquired or its Subsidiaries, (ivC) 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, (H) the Credit Facility and other Senior Indebtedness, (I) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and the like, (J) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary clause (Aiii) 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 (B2) 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 businessIndenture, not relating to including, without limitation, transfer restrictions on any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property specific properties or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary, (v) with respect that are subject to a Restricted Subsidiary and imposed pursuant to an sale 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) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.pursuant

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not permit any of its Restricted Subsidiary to 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 (a) (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by 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 (ii) pay any Indebtedness owed to the Company or any other of its Restricted SubsidiarySubsidiaries, (iiib) make loans or advances or capital contributions to the Company or any other of its Restricted Subsidiary Subsidiaries, or (ivc) sell, lease or transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiaries, except for such encumbrances or restrictions: restrictions existing under or by reasons of (i) existing Existing Indebtedness as in effect on the Closing Issuance Date, (ii) existing under the Credit Agreement, PROVIDED that the encumbrances or by reason of 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 Issuance Date, (iii) this Indenture and the Notes, (iv) applicable law, (iiiv) existing with respect to any Person instrument governing Indebtedness or the property or assets Capital Stock of such a Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 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, (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, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries or of any Person that secure becomes a Restricted Subsidiary as in effect at the time of such acquisition or such Person becoming a Restricted Subsidiary (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition or such Person becoming a Restricted Subsidiary), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, PROVIDED that the Consolidated Cash Flow of such Person is not taken into account (to the extent of such restriction) 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 non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vii) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in this 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 no more restrictive than those contained in the agreements governing the Indebtedness or Disqualified Stock being refinanced, or (ix) customary restrictions in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the Company or any extent such restrictions restrict the transfer of its Restricted Subsidiariesthe property subject to such security agreements and mortgages.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiary to 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 (ia) pay dividends or make any other distributions permitted by applicable law on any or in respect of its Capital Stock of such Restricted Subsidiary owned by the Company Stock; (b) make loans or any other Restricted Subsidiary, (ii) advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to Subsidiary of the Company or any other Restricted Subsidiary Company; or (ivc) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiary of the Company, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of of: (1) applicable law; (2) this Indenture; (3) any Bank Facility, (iii) existing with respect provided that the provisions relating to such encumbrance or restriction are not materially more restrictive than those in the Bank Facility as in existence on the Issue Date, as any such restriction may apply to any Person present or future Restricted Subsidiary of the property Company; (4) customary non-assignment provisions of any contract and customary provisions restricting assignment or assets subletting in any lease governing a leasehold interest of any Restricted Subsidiary of the Company, or any customary restriction on the ability of a Restricted Subsidiary of the Company to dividend, distribute or otherwise transfer any asset which secures Purchase Money Indebtedness of such Person acquired by the Company or Subsidiary; (5) any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereofinstrument governing Acquired Indebtedness, which encumbrances encumbrance or restrictions are restriction is not applicable to any Person Person, or the property properties or assets of any Person Person, other than such the Person or the property or assets of such Person so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 Lien on, any property properties or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or Person so acquired; (C6) 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, (v) restrictions with respect to a Restricted Subsidiary and of the Company imposed pursuant to an a binding agreement that which has been entered into for the sale or disposition of all Capital Stock or substantially all assets of such Subsidiary, provided such restrictions apply solely to the Capital Stock of or property and assets of, such Restricted Subsidiary, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of such Subsidiary which are being sold; (7) customary restrictions imposed on the Company transfer of copyrighted or patented materials; or (8) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (3) or (5) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are not materially more restrictive than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (3) or (5). Notwithstanding the foregoing, Liens not prohibited by the terms of its Restricted Subsidiaries that secure Indebtedness this Indenture shall not be considered a restriction on the ability of the Company or applicable Subsidiary to transfer any of its Restricted Subsidiariesassets.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not cause or permit any of its Restricted Subsidiary to 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 (ia) pay dividends or make any other distributions permitted by applicable law on any or in respect of its Capital Stock of such Restricted Subsidiary owned by the Company Stock; (b) make loans or any other Restricted Subsidiary, (ii) advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to Subsidiary of the Company or any other Restricted Subsidiary Company; or (ivc) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiary of the Company, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of of: (1) applicable law, ; (iii2) existing with respect to the Indenture; (3) customary non-assignment provisions of any Person or the property or assets of such Person acquired by the Company contract or any lease governing a leasehold interest of any Restricted Subsidiary, existing at Subsidiary of the time of such acquisition and not Incurred in contemplation thereofCompany; (4) any instrument governing Acquired Indebtedness, which encumbrances encumbrance or restrictions are restriction is not applicable to any Person Person, or the property properties or assets of any Person Person, other than such the Person or the property or assets of such Person so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 Lien on, any property properties or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture Person so acquired; (5) agreements existing on the Issue Date (including, without limitation, the Credit Agreement) to the extent and in the manner such agreements are in effect on the Issue Date; or (C6) arising an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed 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, (v) with respect to a Restricted Subsidiary and imposed incurred 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 ofreferred to in clause (2), such Restricted Subsidiary, (4) or (vi5) for above; PROVIDED, HOWEVER, that the benefit of any holder of a Lien permitted under Section 4.09. Nothing provisions relating to such encumbrance or restriction contained in this Section 4.05 shall prevent any such Indebtedness are no less favorable to the Company or in any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting material respect as determined by the sale or other disposition Board of property or assets Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or any of its Restricted Subsidiaries that secure Indebtedness of the Company restriction contained in agreements referred to in such clause (2), (4) or any of its Restricted Subsidiaries(5).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Guarantor will not, and will not permit any Restricted Subsidiary to to, 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 (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company Guarantor or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company Guarantor or any other Restricted Subsidiary, (iii) make loans or advances to the Company Guarantor or any other Restricted Subsidiary or (iv) transfer any of its property or assets to the Company Guarantor or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or of restrictions: (i) existing on the Closing Date or any other agreements in effect on the 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 Lenders 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 Person or the property or assets of such Person acquired by the Company Guarantor or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary this Subsection 1l(b)(3) (A) that restrict in a customary manner the subletting, assignment or transfer of any property or of 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 Guarantor or any Restricted Subsidiary not otherwise prohibited by this Indenture Guarantee 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 Guarantor or any Restricted Subsidiary in any manner material to the Company Guarantor 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 of, or property and assets of, such Restricted SubsidiarySubsidiary during the period between the execution of such agreement and the closing thereunder, or (vi) for contained in the benefit terms of any holder Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a Lien permitted under Section 4.09payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not more disadvantageous to the Lenders than 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 restriction will not adversely affect the Guarantor's financial ability to make principal or interest payments on the Term Loans when due. Nothing contained in this Section 4.05 Subsection 11(b)(3) shall prevent the Company Guarantor or any Restricted Subsidiary from (i1) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 Subsection 11(b)(7) or (ii2) restricting the sale or other disposition of property or assets of the Company Guarantor or any of its Restricted Subsidiaries that secure secure, in a manner permitted by this Guarantee, Indebtedness of the Company Guarantor or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiary to 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 (ia) pay dividends or make any other distributions permitted by applicable law on any or in respect of its Capital Stock of such Restricted Subsidiary owned by the Company Stock; (b) make loans or any other Restricted Subsidiary, (ii) advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to Subsidiary of the Company or any other Restricted Subsidiary Company; or (ivc) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiary of the Company, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of of: (1) applicable law; (2) this Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (iii5) agreements existing with respect on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (6) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person or pending the property or assets closing of such sale; (7) any agreement or instrument governing Capital Stock of any Person that is acquired by the Company or any Restricted Subsidiary, existing as in effect at the time of such acquisition and which was not Incurred entered into in connection with, or in anticipation or contemplation thereofof, which encumbrances such acquisition; (8) Indebtedness or restrictions are 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 so acquired, (iv) in the case of transfers of any property or assets contractual requirements of a Restricted Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (9) Liens incurred in accordance with the covenant described under Section 4.18; (10) any restrictions under an agreement governing Indebtedness of a Foreign Subsidiary to permitted under Section 4.12; (11) the Company or any other Restricted Subsidiary (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 Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture Credit Agreement; or (C12) arising an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed 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, (v) with respect to a Restricted Subsidiary and imposed incurred 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 ofreferred to in clause (2), such Restricted Subsidiary(4), (5), (8), (9), (10) or (vi11) for above; provided, however, that the benefit of any holder of a Lien permitted under Section 4.09. Nothing provisions relating to such encumbrance or restriction contained in this Section 4.05 shall prevent any such Indebtedness are no less favorable to the Company or in any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting material respect as determined by the sale or other disposition Board of property or assets Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or any of its Restricted Subsidiaries that secure Indebtedness of the Company restriction contained in agreements referred to in such clause (2), (4), (5), (8), (9), (10) or any of its Restricted Subsidiaries(11).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will shall not, and shall not permit any Restricted Subsidiary to create to, directly or indirectly, create, incur, assume 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 (i) pay dividends pay, directly or indirectly, dividends, in cash or otherwise, or make any other distributions permitted by applicable law distribution on any or in respect of its Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiaryinterest or participation in, or measured by, its profits, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or Subsidiary, (iv) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary (other than any customary restriction on transfers of property subject to a Lien permitted under this Indenture that would not adversely affect the Company's ability to satisfy its obligations hereunder) or (v) Guarantee any Indebtedness of the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any , except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (a) applicable law, (iiib) existing with respect to customary non-assignment provisions of any Person lease, license or the property other contract, (c) any agreement or assets other instrument of such a Person acquired by the Company or any Restricted Subsidiary, existing Subsidiary in existence at the time of such acquisition and (but not Incurred created in contemplation thereof), which encumbrances encumbrance or restrictions are restriction is not applicable to any Person Person, or the properties or assets of any Person, other than the Person, or the property or assets of any Person other than such Person or the property or assets of such Person Person, so acquired, (ivd) any existing agreement as in effect on the case of transfers Issue Date (to the extent of any property encumbrances or assets of restrictions in existence thereunder on the Issue Date), including the Credit Agreement as in effect on the Issue Date, (e) any encumbrance or restriction with respect to a Non-U.S. Restricted Subsidiary pursuant to the Company or any other an agreement relating to Indebtedness of such Non-U.S. Restricted Subsidiary permitted to be Incurred pursuant to clause (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 assetv), (Bvi), (vii), (viii), (ix), (xi), (xii) 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 (Cxiii) of Section 4.08(b), (f) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, business and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary Subsidiary, in each case in any manner material to the Company or any such Restricted Subsidiary, (vg) any restriction 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 or assets of or property and assets of, such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition, (h) any restriction contained in security agreement or (vi) for the benefit mortgage 66 securing Indebtedness of any holder Restricted Subsidiary to the extent such restriction restricts the transfer of the property subject to such security agreement or mortgage, (i) subordination provisions contained in any intercompany note representing Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent Note Guarantor owing to and held by the Company or any Restricted Subsidiary from Subsidiary, as contemplated by Section 4.08(b)(iv)(y), and (ij) creatingany agreement that extends, Incurringrefinances, assuming renews or suffering to exist replaces any Liens otherwise permitted agreement or other instrument described in Section 4.09 clause (c), (d) or (iie) restricting of this Section 4.16(a), which is not more restrictive or less favorable to the sale Noteholders than those existing under the agreement being extended, refinanced, renewed or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiariesreplaced.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiary to 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 (i1) pay dividends or make any other distributions permitted by applicable law on any or in respect of its Capital Stock of such Restricted Subsidiary owned by to the Company or any other of its Restricted Subsidiary, Subsidiaries; (ii2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to Subsidiary of the Company or any other Restricted Subsidiary Company; or (iv3) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiary of the Company, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of of: (A) applicable law, ; (iiiB) existing with respect to this Indenture; (C) customary non-assignment provisions of any Person or the property or assets of such Person acquired by the Company contract or any lease governing a leasehold interest of any Restricted Subsidiary, existing at Subsidiary of the time of such acquisition and not Incurred in contemplation thereofCompany; (D) any instrument governing Acquired Indebtedness, which encumbrances encumbrance or restrictions are restriction is not applicable to any Person Restricted Subsidiaries, or the property properties or assets of any Person Restricted Subsidiaries, other than such the Person or such Person’s Subsidiaries or the property or assets of such Person so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 Lien on, any property properties or assets of the Company Person so acquired or such Person’s Subsidiaries; (E) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (F) any Restricted Subsidiary not otherwise prohibited by agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (G) any instrument governing a Permitted Lien, to the extent and only to the extent such instrument restricts the transfer or other disposition of assets subject to such Permitted Lien; (CH) arising restrictions on cash or agreed to other deposits imposed by customers under contracts entered into in the ordinary course of business, not ; (I) customary provisions in joint venture agreements and other similar agreements; (J) the documentation relating to any IndebtednessIndebtedness of Foreign Subsidiaries incurred pursuant to the terms of this Indenture, and provided that do not, individually such encumbrances or restrictions are not more restrictive than those contained in the aggregate, detract from Credit Agreement; (K) the value of property or assets of Credit Agreement; (L) the Company or any Restricted Subsidiary in any manner material documentation relating to other Indebtedness permitted to be incurred subsequent to the Company Issue Date pursuant to the provisions of Section 4.12, provided that such encumbrances or any Restricted Subsidiaryrestrictions are not more restrictive than those contained in the Credit Agreement; (M) the documentation relating to Indebtedness of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; or (N) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, (v) with respect to a Restricted Subsidiary and imposed assumed or incurred pursuant to an agreement referred to in subclause (B), (D), (E) or (K) of this clause (3); provided, however, that has been entered into for the sale provisions relating to such encumbrance or disposition restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of all or substantially all Directors of the Capital Stock of Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or property and assets ofrestriction contained in agreements referred to in such clause (B), such Restricted Subsidiary(D), (E) or (viK) for the benefit of any holder of a Lien permitted under Section 4.09this clause (3). Nothing contained in this Section 4.05 4.13 shall prevent the Company or any Restricted Subsidiary of the Company from (i) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted SubsidiariesPermitted Liens.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not cause or permit any of its Restricted Subsidiary to 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 (ia) pay dividends or make any other distributions permitted by applicable law on any or in respect of its Capital Stock of such Restricted Subsidiary owned by the Company Stock; (b) make loans or any other Restricted Subsidiary, (ii) advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to Subsidiary of the Company or any other Restricted Subsidiary Company; or (ivc) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiary of the Company, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of of: (1) applicable law, ; (iii2) existing with respect to this Indenture; (3) customary non-assignment provisions of any Person contract or the property lease governing a leasehold or assets ownership interest of such Person acquired by the Company or any Restricted Subsidiary, existing at Subsidiary of the time of such acquisition and not Incurred in contemplation thereofCompany; (4) any instrument governing Acquired Indebtedness, which encumbrances encumbrance or restrictions are restriction is not applicable to any Person Person, or the property properties or assets of any Person Person, other than such the Person or the property or assets of such Person so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 Lien on, any property properties or assets of the Company Person so acquired 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, (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, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of acquired by the Company or any of its Restricted Subsidiaries after the Issue Date, provided that secure Indebtedness such encumbrance or restriction exists of the time such property is acquired, relates only to the property which is acquired and was not incurred in connection with, or in anticipation or contemplation of, such acquisition; (5) agreements existing on the Issue Date (including, without limitation, the Credit Agreement) to the extent and in the manner such agreements are in effect on the Issue Date; (6) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5); or (7) agreements restricting the sale or other disposition of any of its Restricted Subsidiariesproperty securing Indebtedness which constitutes a Permitted Lien on such property.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to to, 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 (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary Subsidiary, or (iv) transfer any of its 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, 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, rule or regulation or, to the extent not material to the Company, at the behest of regulatory authorities; (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary this Section 4.04, (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 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, ; (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 of, or property and assets of, such Restricted Subsidiary, or ; (vi) for with respect 45 39 to Restricted Subsidiaries in which, on and subsequent to the benefit Closing Date, the Company and its 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 Notes; provided that such encumbrances and restrictions expressly allow the payment of interest and principal on such promissory notes; (vii) solely of the type referred to in clause (iii) or (iv) of the first paragraph of this Section 4.04 that are contained in 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 (including the 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 such an Affiliate; or (viii) contained in the terms of any holder Indebtedness or any agreement pursuant to which such Indebtedness was issued if the Board of a Lien permitted under Section 4.09Directors of the Company determines that such encumbrance or restriction together with encumbrances and restrictions of any other Indebtedness will not materially affect the Company's ability to make interest or principal payments on the Notes; or (ix) contained in the agreement pertaining to the Proposed ING Credit Facility, provided that the terms thereof are not materially more restrictive than those set forth on the offer letter from ING Barings dated July 24, 1997, including the Term Sheet attached thereto. Nothing contained in this Section 4.05 4.04 shall prevent the Company or any Restricted Subsidiary from (i1) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 4.08 or (ii2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not permit any Restricted Subsidiary to to, 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 to: (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, ; (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, ; (iii) make loans or advances to the Company or any other Restricted Subsidiary Subsidiary; or (iv) transfer any of its 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 Facility, the Indenture or any other agreements in effect on the 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, law or by order of any Gaming Authority; (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary this Section 4.09, (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 Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this the 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, ; (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 of, or property and assets of, such Restricted Subsidiary, ; or (vi) for contained in the benefit terms of any holder Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a Lien permitted under Section 4.09payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Company) and (C) the Company determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes). Nothing contained in this Section 4.05 4.09 shall prevent the Company or any Restricted Subsidiary from (i1) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or 4.14, (ii2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted SubsidiariesSubsidiaries or (3) distributing cash flow from Indiana Gaming Company L.P. in accordance with the provisions of its partnership agreement.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary to 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 (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its 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, (ii) existing under or by reason of applicable law, (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 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, (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, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to to, 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 (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its 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, this Indenture, the 9% Indenture or any other agreements in effect on the Closing Date, and any modifications, extensions, refinancings, substitutions, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such modifications, extensions, refinancings, substitutions, 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 modified, substituted, extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law, ; (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary 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 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, ; (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 of, or property and assets of, such Restricted Subsidiary, or ; (vi) for agreements with principal customers restricting the benefit transfer of assets (or entities owning assets) substantially dedicated to products sold to such customers; (vii) with respect to any Restricted Subsidiary that is intended to be a special purpose financing entity and into which the Company and the other Restricted Subsidiaries do not make any material Investment of assets other than accounts receivable and, to the extent required by the financing agreements of such Restricted Subsidiary, cash; (viii) with respect to any Purchase Money Note, or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions may only apply to such Securitization Entity; or (ix) contained in the terms of any holder Indebtedness or any agreement pursuant to which such Indebtedness was issued (in each case by a Restricted Subsidiary in compliance with Section 4.03) if (A) the encumbrance or restriction applies only in the event of a Lien permitted under payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings (as determined by the Company), (C) the Company determines that any such encumbrance or restriction will not materially affect its ability to make principal or interest payments on the Notes, (D) such encumbrance or restriction expressly states that such Restricted Subsidiary shall be entitled to take the actions referred to in clauses (i) through (iv) of the first paragraph of this Section 4.094.05 in an amount not to exceed 50% of the consolidated net income of such Restricted Subsidiary (after making adjustments thereto in the nature of the adjustments referred to in the definition of “Adjusted Consolidated Net Income”) and (E) the Investments made by the Company and its Restricted Subsidiaries in such Restricted Subsidiary are reasonably related to the business of such Restricted Subsidiary. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i1) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not cause or permit any Restricted Subsidiary to to, directly or indirectly, create or otherwise cause or suffer to exist or become effective (other than by application of law) any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (ia) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by to the Company or any other Restricted SubsidiarySubsidiary on its Equity Interests or with respect to any other interest or participation in, (ii) or measured by, its profits, or pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iiib) make loans or advances to to, or guarantee any Indebtedness or other obligations of, or make any Investment in, the Company or any other Restricted Subsidiary or (ivc) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any , except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (i) the Credit Facility, or any other agreement of the Company or the Restricted Subsidiaries outstanding on the date of this Indenture, in each case as in effect on the date hereof, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that any such amendment, abatement, renewal, replacement or refinancing is no more restrictive in the aggregate with respect to such encumbrances or restrictions than those contained in the agreement being amended, restated, reviewed, replaced or refinanced; (ii) applicable law, ; (iii) existing with respect to any Person instrument governing Indebtedness or the property or assets Equity Interests of such an Acquired Person acquired by the Company or any Restricted Subsidiary, existing Subsidiary as in effect at the time of such acquisition and not (except, in the case of Indebtedness, to the extent such Indebtedness was Incurred by such Acquired Person in connection with, as a result of or in contemplation thereofof such acquisition); provided, which however, that such encumbrances or and restrictions are 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 so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 toSubsidiary, or Lien on, any property the properties or assets of the Company or any Restricted Subsidiary not otherwise prohibited other than the Acquired Person and, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture or to be incurred; (Civ) arising or agreed to customary non-assignment provisions in leases entered into in the ordinary course of business, not relating to any Indebtedness, business 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, consistent with past practices; (v) with respect to a Restricted Subsidiary Purchase Money Indebtedness for property acquired in the ordinary course of business that only imposes encumbrances and imposed pursuant to an restrictions on the property so acquired; (vi) any agreement that has been entered into for the sale or disposition of all the Equity Interests or substantially all assets of the Capital Stock of or property and assets of, such any Restricted Subsidiary; provided, or however, that such encumbrances and restrictions described in this clause (vi) for are only applicable to such Restricted Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 4.10 below to the benefit of any holder of a Lien extent applicable thereto; (vii) refinancing Indebtedness permitted under Section 4.09. Nothing 4.9(h) hereof; provided, however, that such encumbrances and restrictions contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering agreements governing such Indebtedness are no more restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced immediately prior to exist any Liens otherwise permitted in Section 4.09 such refinancing; or (iiviii) restricting this Indenture and the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted SubsidiariesNotes.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiary to 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 to: (ia) pay dividends or make any other distributions permitted by applicable law on any or in respect of its Capital Stock of such Restricted Subsidiary owned by the Company Stock; (b) make loans or any other Restricted Subsidiaryadvances, (ii) or pay any Indebtedness owed or other obligation owed, to the Company or any other Restricted Subsidiary, ; (iiic) make loans guarantee any Indebtedness or advances to any other obligation of the Company or any other Restricted Subsidiary Subsidiary; or (ivd) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiary (each such encumbrance or restriction, a "Payment Restriction"), except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of of: (1) applicable law; (2) this Indenture; (3) the New Credit Facility; (4) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary; (5) any instrument governing Acquired Indebtedness, (iii) existing with respect which encumbrance or restriction is not applicable to any such Restricted Subsidiary, or the properties or assets of such Restricted Subsidiary, other than the Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, ; (iv6) agreements existing on the Issue Date to the extent and in the case of transfers of any property or assets of a Restricted Subsidiary to manner such agreements are in effect on the Company or any other Restricted Subsidiary Issue Date; (A7) 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 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, (v) restrictions with respect to a Restricted Subsidiary and imposed of the Company pursuant to an agreement that has been entered into for the sale or disposition of all Capital Stock or substantially all assets of such Restricted Subsidiary to be consummated in accordance with the terms of this Indenture solely in respect of the assets or Capital Stock of to be sold or property disposed of; (8) any instrument governing a Permitted Lien, to the extent and assets of, only to the extent such Restricted Subsidiary, or (vi) for instrument restricts the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale transfer or other disposition of property assets subject to such Permitted Lien; or assets (9) an agreement governing Refinancing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (3), (5) or (6) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Refinancing Indebtedness are no less favorable to the Holders 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 any of its Restricted Subsidiaries that secure Indebtedness of restriction contained in the Company applicable agreement referred to in such clause (2), (3), (5), or any of its Restricted Subsidiaries.(6). 50 145385.01

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not permit any of the Restricted Subsidiary to 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 to (i) pay dividends or make any other distributions permitted by applicable law on any its Capital Stock of such Restricted Subsidiary owned by the Company Stock, or any other Restricted Subsidiary, (ii) pay any Indebtedness owed owed, to the Company or any other of its Restricted SubsidiarySubsidiaries, (iiiii) make loans or advances to any Investment in the Company or any other of its Restricted Subsidiary or Subsidiaries, (iviii) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary. The foregoing provisions shall not restrict Subsidiaries or (iv) guarantee any Indebtedness of the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (A) applicable law, (iiiB) existing with respect any instrument governing Acquired Indebtedness permitted to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, be incurred under Section 4.9 which encumbrances or restrictions are not applicable to any Person or the property properties or assets of any Person Person, other than such the Person so acquired or its Subsidiaries, or the property or assets of such the Person so acquiredacquired or its Subsidiaries, (ivC) 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, (H) the Credit Facility and other Senior Indebtedness, (I) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and the like, (J) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary clause (Aiii) 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 (B2) 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 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, (K) existing under any agreement which refinances or replaces any of the agreements in the preceding clauses; 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 (CL) 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 instrument governing Indebtedness of the Company or any Restricted Subsidiary in any manner material to that is (1) pari passu with the Company or any Restricted Subsidiary, Notes and (v2) with respect to a Restricted Subsidiary otherwise permitted under this Indenture; provided that the terms 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) for the benefit conditions of any holder of a Lien permitted under Section 4.09such restrictions are not materially more restrictive than those contained in this Indenture. Nothing contained in this Section 4.05 4.8 shall prevent the Company or any Restricted Subsidiary from (i1) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in under Section 4.09 4.12 or (ii2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiary to 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 (ii)(a) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by 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 (iib) pay any Indebtedness owed to the Company or any other of its Restricted SubsidiarySubsidiaries, (iiiii) make loans or advances to the Company or any other of its Restricted Subsidiary Subsidiaries or (iviii) transfer 57 any of its property properties or assets to the Company or any other of its Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiaries, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of applicable law(a) Existing Indebtedness as in effect on the date of the Indenture, (iiib) existing with respect to the Indenture, (c) applicable law or state insurance regulations, (d) any Person instrument governing Indebtedness or the property or assets Capital Stock of such a Person acquired by the Company or any of its Restricted Subsidiary, existing Subsidiaries as in effect at the time of such acquisition and not Incurred (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 encumbrances encumbrance or restrictions are restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person (including its Subsidiaries), or the property or assets of any the Person other than such Person or (including its Subsidiaries), so acquired, provided that the property or assets Consolidated EBITDA of such Person so acquired, (iv) is not taken into account in determining whether such acquisition was permitted by the case terms of transfers of any property or assets of a Restricted Subsidiary the Indenture except to the 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 Restricted Subsidiary (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 assetPerson, (Bf) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any purchase money obligations for property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) arising or agreed to acquired in the ordinary course of businessbusiness that impose restrictions of the nature described in clause (iii) above on the property so acquired, not relating to any (g) Permitted Refinancing Indebtedness, and provided that do not, individually or the restrictions contained in the aggregate, detract from agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the value of property or assets of agreements governing 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 all or substantially all of the Capital Stock of or property and assets of, such Restricted SubsidiaryIndebtedness being refinanced, or (vih) for the benefit Credit Agreement and related docu mentation as the same is in effect on the date of any holder 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 Credit Agreement and related documentation as in effect on the date of a Lien permitted under Section 4.09the Indenture. Nothing contained in this Section 4.05 paragraph shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist entering into any agreement resulting in the incurrence of Liens otherwise permitted in under the provisions of Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries3.11.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to to, 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 (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its 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, 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 that are then in effect and that are being modified, extended, refinanced, renewed, substituted or replaced; (ii) existing under or by reason of applicable law, ; (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary 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 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, ; (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 of, or property and assets of, such Restricted Subsidiary, ; or (vi) for contained in the benefit terms of any holder Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a Lien permitted under Section 4.09payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Company) and (C) the Company determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes. Nothing contained in this Section 4.05 4.11 shall prevent the Company or any Restricted Subsidiary from (i1) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will Issuer shall not, and shall not permit any of the Restricted Subsidiary to 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 (ia) pay dividends or make any other distributions permitted by applicable law on to the Issuer or any Capital Stock of such Restricted Subsidiary owned by the Company (1) on its Capital Stock, or (2) with respect to any other interest or participation in, or measured by, its profits; (b) repay any Indebtedness or any other Restricted Subsidiary, (ii) pay any Indebtedness obligation owed to the Company Issuer or any other Restricted Subsidiary, ; (iiic) make loans or advances or capital contributions to the Company Issuer or any other of the Restricted Subsidiary Subsidiaries; or (ivd) transfer any of its property Properties or assets to the Company Issuer or any other of the Restricted Subsidiary. The foregoing provisions shall not restrict Subsidiaries, except in respect of any of (a) through (d) above for: (1) encumbrances or restrictions: (i) restrictions existing on the Closing Issue Date to the extent and in the manner such encumbrances and restrictions are in effect on the Issue Date, (ii2) encumbrances or restrictions existing under or by reason of this Indenture, the Notes and the Guarantees, (3) encumbrances or restrictions existing under or by reason of applicable lawlaw or any applicable rule, regulation or order, (iii4) any encumbrance or restriction existing with respect to any Person or under Senior Indebtedness outstanding on the property or assets of such Person acquired by the Company or any Restricted SubsidiaryIssue Date, existing at the time of such acquisition and not Incurred in contemplation thereof, which (5) encumbrances or restrictions are existing under or by reason of any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person Person, or the property Properties or assets of any Person Person, other than such Person the Person, or the property Property or assets of such the Person (including any Subsidiary of the Person), so acquired, (iv6) encumbrances or restrictions existing under or by reason of customary non-assignment provisions in the case of transfers of any property leases or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 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 agreements entered into during the ordinary course of business, not relating to any (7) encumbrances or restrictions existing under or by reason of Refinancing Indebtedness; provided that such restrictions are no more restrictive, and that do nottaken as a whole, individually or than those contained in the aggregateagreements governing the Indebtedness being extended refinanced, detract from the value of property renewed, replaced, defeased or assets refunded, (8) customary restrictions in security agreements or mortgages securing Indebtedness of the Company Issuer or any a Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiaryextent such restrictions restrict the transfer of the property subject to such security agreements and mortgages, (v9) in the case of clause (d) only, any encumbrance or restriction pursuant to an agreement for Purchase Money Indebtedness that is permitted to be incurred under Section 4.06, or (10) customary restrictions 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) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its a Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted SubsidiariesSubsidiary.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Guarantor will not, and will not permit any Restricted Subsidiary to to, 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 (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company Guarantor or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company Guarantor or any other Restricted Subsidiary, (iii) make loans or advances to the Company Guarantor or any other Restricted Subsidiary or (iv) transfer any of its property or assets to the Company Guarantor or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Closing Date or any other agreements in effect on the 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 Lenders 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 Person or the property or assets of such Person acquired by the Company Guarantor or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary this Subsection 11(b)(3) (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 Lien on, any property or assets of the Company Guarantor or any Restricted Subsidiary not otherwise prohibited by this Indenture Guarantee 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 Guarantor or any Restricted Subsidiary in any manner material to the Company Guarantor 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 of, or property and assets of, such Restricted Subsidiary, Subsidiary during the period between the execution of such agreement and the closing thereunder; or (vi) for contained in the benefit terms of any holder Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a Lien permitted under Section 4.09payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not more disadvantageous to the Lenders than 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 restriction will not adversely affect the Guarantor's financial ability to make principal or interest payments on the Term Loans when due. Nothing contained in this Section 4.05 Subsection 11(b)(3) shall prevent the Company Guarantor or any Restricted Subsidiary from (i1) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 Subsection 11(b)(7) or (ii2) restricting the sale or other disposition of property or assets of the Company Guarantor or any of its Restricted Subsidiaries that secure secure, in a manner permitted by this Guarantee, Indebtedness of the Company Guarantor, or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiary to 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 of the Company to: (i1) pay dividends or make any other distributions permitted by applicable law on any or in respect of its Capital Stock of such Restricted Subsidiary owned by the Company Stock; (2) make loans or any other Restricted Subsidiary, (ii) advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to Subsidi- ary of the Company or any other Restricted Subsidiary Company; or (iv3) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiary of the Company; except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of of: (a) applicable law, regulations or orders; (iiib) existing with respect the Indenture and the Notes; (c) customary non-assignment provisions of any contract or agreement to which any Person or the property or assets Restricted Subsidiary of such Person acquired by the Company or is a party; (d) any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereofinstrument governing Acquired Indebtedness, which encumbrances encumbrance or restrictions are restriction is not applicable to any Person Per- son, or the property properties or assets of any Person Person, other than such the Person or the property or assets of such Person so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (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 Lien on, any property properties or assets of the Company Person so acquired; (e) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Senior Credit Facilities; (f) any instrument or agreement governing Indebtedness incurred to Refinance the Indebtedness governed by any Restricted Subsidiary not otherwise prohibited by this Indenture instru- ment or agreement referred to in clause (b), (d) or (Ce) arising above or agreed governing any other Indebtedness the incurrence of which is permitted under the Indenture; provided, however, the restric- tions and encumbrances contained in the instruments and agree- ments referred to in the ordinary course of businessclauses (b), (d) and (e) above, taken as a whole, are 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 materially less favorable to the Company or any Restricted Subsidiarythan the restrictions and encumbrances contained in the instruments and agreements referred to in clauses (b), (vd) with respect to and (e), taken as a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for whole, as determined in good faith by the sale or disposition Board of all or substantially all Direc- tors of the Capital Stock of or property and assets of, such Restricted Subsidiary, or Company; (vig) any agreement for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of any Capital Stock, property or assets that restricts or encum- bers transfers of such Capital Stock, property or assets pend- ing the Company consummation of such sale or other disposition; or (h) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts or encumbers distribu- tions by that Restricted Subsidiary pending its Restricted Subsidiaries that secure Indebtedness of the Company sale or any of its Restricted Subsidiaries.other disposition. Section 5.05