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. (a) The Company shall not, and shall 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: (1) 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; (2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; (3) make loans or advances to the Company or any other Restricted Subsidiary; or (4) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) The provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1) 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, however, 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; (2) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary; (3) 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4) in the case of clause (4) of Section 4.05(a): (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, reduce the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; (5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; or (6) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 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: (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, 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: (1) 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; (2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; (3) make loans or advances to the Company or any other Restricted Subsidiary; or (4) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1) existing on the Closing Date or any other agreements in effect on the Closing Date, and any amendments, modifications, extensions, refinancings, renewals or replacements of such agreements; provided, however, that the encumbrances and restrictions in any such amendments, modifications, extensions, refinancings, renewals or replacements replacements, taken as a whole, are no less favorable in any material respect to not materially more restrictive (as determined by the Holders Company) than those encumbrances or restrictions that are then in effect and that are being amended, modified, extended, refinanced, renewed or replaced; (2) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary; (3) 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, and any amendments, modifications, extensions, refinancings, renewals or replacements of such encumbrances or restrictions; provided, however, that the encumbrances and restrictions in any such amendments, modifications, extensions, renewals or replacements replacements, taken as a whole, are no less favorable in any material respect to not materially more restrictive (as determined by the Holders Company) than those encumbrances or restrictions that are then in effect and that are being amended, modified, extended, refinanced, renewed or replaced; (4) in the case of clause (4) of Section 4.05(a): (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, on any of the property or assets 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, reduce the value of the property or assets of the Company or any a Restricted Subsidiary in any manner material to the Company or any such Restricted Subsidiary; (5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; or; (6) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: : (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or or (ii) 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 the Company’s ability to make principal or interest payments on the Notes. ; (7) arising from customary provisions in joint venture agreements and other agreements entered into in the ordinary course of business; (8) pursuant to the Notes and the Subsidiary Guarantees and any Exchange Notes and Subsidiary Guarantees exchanged therefor or for Additional Notes and the related Subsidiary Guarantees to be issued pursuant to this Indenture and the Registration Rights Agreement; (9) imposed on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10) imposed in connection with purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature specified in clause (4) above on the property so acquired; (11) contained in the terms of any Indebtedness of any Restricted Subsidiary that is Incurred as permitted pursuant to Section 4.03; (12) imposed in connection with any Investment not prohibited by Section 4.04 and or in connection with any Permitted Investment; (13) contained in the terms of any Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.08 that limit the right of the debtor to dispose of the assets securing such Secured Indebtedness; or (14) applicable to a Receivables Subsidiary and effected in connection with a Qualified Receivables Financing; provided, however, that such restriction or encumbrance applies only to such Receivables Subsidiary. (c) Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from: : (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in under Section 4.09 or 4.08; or (2) restricting the sale or other disposition of the Company’s property or assets or the property or assets of the Company or any of its Restricted Subsidiaries that secure the Company’s Indebtedness or the Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall 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: (1i) 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; (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary that owns, directly or indirectly, any Capital Stock of such Restricted Subsidiary; (3iii) make loans or advances to the Company or any other Restricted Subsidiary that owns, directly or indirectly, any Capital Stock of such Restricted Subsidiary; or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary that owns, directly or indirectly, any Capital Stock of such Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict prohibit any encumbrances or restrictions: (1i) existing on the Closing Issue Date in this Indenture or any other agreements agreement in effect on the Closing Issue Date, and any extensions, refinancings, renewals or replacements of such agreements; provided, however, 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; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iii) 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 4.06, (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 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, reduce 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 (5v) 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 (6) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 the Company’s ability to make principal or interest payments on the Notes. Nothing contained in this Section 4.05 4.06 shall prevent the Company or any Restricted Subsidiary from: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2A) 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 (B) creating, incurring, assuming or suffering to exist any Liens otherwise permitted pursuant to the indenture relating to the 1997 Senior Notes as in effect on the Deemed Closing Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Borrower shall not, and shall 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: (1i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company Borrower or any other Restricted Subsidiary; (2ii) pay any Indebtedness owed to the Company Borrower or any other Restricted Subsidiary; (3iii) make loans or advances to the Company Borrower or any other Restricted Subsidiary; or (4iv) transfer any of its property or assets to the Company Borrower or any other Restricted Subsidiary. (b) The provisions of Section 4.05(a9.4(a) shall not restrict any encumbrances or restrictions: (1i) existing on the Closing Date February 20, 2004 or any other agreements in effect on the Closing DateFebruary 20, 2004, and any extensions, refinancings, renewals or replacements of such agreements; provided, however, 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 Term Loan B Lenders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company Borrower or any Restricted Subsidiary; (3iii) existing with respect to any Person or the property or assets of such Person acquired by the Company Borrower 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, however, that the encumbrances and restrictions in any such extensions, renewals or replacements are no less favorable in any material respect to the Holders Term Loan B Lenders than those encumbrances or restrictions that are then in effect and that are being extended, renewed or replaced; (4iv) in the case of clause (4iv) of paragraph (a) of this Section 4.05(a): 9.4, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; , (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company Borrower or any Restricted Subsidiary not otherwise prohibited by this Indenture; or Agreement 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, reduce the value of property or assets of the Company Borrower or any Restricted Subsidiary in any manner material to the Company Borrower or any Restricted Subsidiary; (5v) 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 (6vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: if (A) the encumbrance or restriction either: either (i1) applies only in the event of a payment default or non-non compliance with respect to a financial covenant contained in such Indebtedness or agreement; agreement or (ii2) is contained in a Credit Agreement; , (B) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes Term Loan B Lenders (as defined in this Agreement) than is customary in comparable financings (as determined by the Company); and Borrower) and (C) the Company Borrower determines on the date of the Incurrence of such Indebtedness that any such encumbrance or restriction would not be expected to materially impair the CompanyBorrower’s ability to make principal or interest payments on the Notes. Term Loan B Loans. (c) Nothing contained in this Section 4.05 9.4 shall prevent the Company Borrower or any Restricted Subsidiary from: from (1) creating, incurringIncurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 9.8 or (2) restricting the sale or other disposition of property or assets of the Company Borrower or any of its Restricted Subsidiaries that secure Indebtedness of the Company Borrower or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Except as provided in clause (b) below, the Company shall and Parent will not, and shall will not permit any Restricted Subsidiary to, 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: (1i) pay dividends or make any other distributions permitted by applicable law on or in respect of any Capital Stock Equity Interests of such a Restricted Subsidiary owned by the Company Parent or any other Restricted Subsidiary;, (2ii) pay any Indebtedness Debt or other obligation owed to the Company or any other Restricted Subsidiary;, (3iii) make loans or advances to to, or Guarantee any Debt or other obligations of, or make any Investment in, the Company Company, Parent or any other Restricted Subsidiary; , or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) The provisions of Section 4.05(aclause (a) shall do not restrict apply to any encumbrances or restrictions: (1i) existing on the Closing Issue Date in the Indenture or any other agreements in effect on the Closing Issue Date, and any amendments, modifications, restatements, extensions, refinancingsrenewals, renewals replacements or replacements refinancings of such agreementsany of the foregoing; provided, however, provided that the encumbrances and restrictions in any such extensionsthe amendment, refinancingsmodification, renewals restatement, extension, renewal, replacement or replacements are refinancing are, taken as a whole, in the good faith judgment of the Company or Parent, as the case may be, no less favorable in any material respect to the Holders Noteholders than those the encumbrances or restrictions that are then in effect and that are being amended, modified, restated, extended, renewed, replaced or refinanced, renewed or replaced; (2ii) existing under or by reason of applicable law law, rule, regulation or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiaryorder; (3iii) existing existing (A) with respect to any Person Person, or to the property or assets of such any Person, at the time the Person is acquired by the Company Company, Parent or any Restricted Subsidiary, existing or (B) with respect to any Unrestricted Subsidiary at the time of such acquisition and not incurred in contemplation thereofit is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions (i) are not applicable to any other Person or the property or assets of any other Person other than such Person or the property or assets and (ii) were not put in place in anticipation of such Person so acquired, event and any amendments, modifications, restatements, extensions, renewals renewals, replacements or replacements refinancings of such encumbrances or restrictions; providedany of the foregoing, however, provided that the encumbrances and restrictions in any such extensionsthe amendment, renewals modification, restatement, extension, renewal, replacement or replacements are refinancing are, taken as a whole, in the good faith judgment of the Company or Parent, as the case may be, no less favorable in any material respect to the Holders Noteholders than those the encumbrances or restrictions that are then in effect and that are being amended, modified, restated, extended, renewed renewed, replaced or replacedrefinanced; (4iv) of the type described in paragraph (a)(iv) arising or agreed to in the case ordinary course of clause business (4) of Section 4.05(a): (Ai) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or contract similar contract, including with respect to intellectual property, (ii) that restrict in a customary manner, pursuant to provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, including the LGI-Chile Shareholders’ Agreement and the LGI-Colombia Shareholders’ Agreement and other similar agreements, the transfer of ownership interests in, or assets of, such partnership, limited liability company, joint venture or similar property Person (in each case relating solely to the respective partnership, limited liability company, joint venture or asset; similar Person) or (Biii) existing by virtue of any transfer ofLien on, or agreement to transfer, option or similar right with respect to, or Lien on, to any property or assets of of, the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture; or (C) arising or agreed to in the ordinary course of businessCompany, not relating to any Indebtedness, and that do not, individually or in the aggregate, reduce the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company Parent or any Restricted Subsidiary; (5v) 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 the Restricted Subsidiary; orSubsidiary that is permitted by Section 4.14; (6A) contained in the terms of governing any Indebtedness Debt if (as determined in good faith by the Company or any agreement pursuant to which such Indebtedness was issued if: (AParent, as the case may be) the encumbrance or restriction either: (i) applies only in the event encumbrances or restrictions are ordinary and customary for a financing of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or that type and (ii) is contained in a Credit Agreement; the encumbrances or restrictions either (Bx) would not, at 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 time agreed to, be expected to materially impair adversely 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: (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any Guarantor to make payments on the Notes or (y) in the case of its Restricted Subsidiaries that secure Indebtedness of any Permitted Refinancing Debt, are, taken as a whole, no less favorable in any material respect to the Company Noteholders than those contained in the agreements governing the Debt being refinanced; or (B) required pursuant to the Indenture, the Notes or any of its Restricted SubsidiariesNote Guaranty.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary (other than the Guarantors) to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (other than the Guarantors) to: (1) pay dividends or make any other distributions permitted by applicable law on any its Capital Stock of such Restricted Subsidiary owned by (or with respect to any other interest or participation in, or measured by, its profits) to the Company or any other Restricted SubsidiarySubsidiary (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); (2) pay any Indebtedness liabilities owed to the Company or any other of Restricted Subsidiary; (3) make loans or advances to the Company or any Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted SubsidiarySubsidiary shall not be deemed a restriction on the ability to make loans or advances); or (4) sell, lease or transfer any of its property properties or assets to the Company or any other Restricted Subsidiary. (b) The provisions of Section 4.05(a4.10(a) shall will not restrict any apply to encumbrances or restrictionsrestrictions existing under, by reason of or with respect to: (1) existing on the Closing Date Existing Indebtedness or any other agreements in effect on the Closing Date, Issue Date and any amendments, modifications, restatements, renewals, extensions, refinancingssupplements, renewals refundings, replacements or replacements of such agreementsrefinancings thereof; provided, however, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings, renewals taken as a whole, are not, as determined by the Company or replacements are no less favorable a direct or indirect parent of the Company in any material respect to the Holders good faith, materially more restrictive than those encumbrances contained in the Existing Indebtedness or restrictions that are then such other agreements, as the case may be, as in effect and that are being extended, refinanced, renewed or replacedon the Issue Date; (2) existing under this Indenture, the Notes and the Note Guarantees and other documents relating to this Indenture, the Notes or the Note Guarantees; (3) applicable law, rule, regulation or order; (4) any agreement or other instrument of a Person acquired by reason of applicable law or required by any regulatory authority having jurisdiction over merged or consolidated with or into the Company or any Restricted Subsidiary; Subsidiary that was in existence at the time of such acquisition (3) existing with respect but not created in contemplation thereof), 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 the time of such acquisition and not incurred in contemplation thereof, which so acquired; (5) customary encumbrances or restrictions are not contained in contracts or agreements for the sale of assets applicable to any Person such assets pending consummation of such sale, including customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the property or assets of any Person other than such Person or the property Capital Stock or assets of such Person so acquired, and any extensions, renewals Restricted Subsidiary; (6) restrictions on cash or replacements other deposits or net worth imposed by customers under contracts entered into in the ordinary course of such encumbrances or restrictions; provided, however, 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 business; (7) encumbrances or restrictions that are then in effect and that are being extended, renewed or replaced; (4) in the case of clause (4) of Section 4.05(a): (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, reduce (x) detract from the value of the property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted SubsidiarySubsidiary or (y) affect the Company’s ability to make anticipated principal or interest payment on the Notes in any material respect (in each case as determined by the Company or a direct or indirect parent of the Company in good faith); (5) 8) encumbrances or restrictions that restrict distributions or transfers by a Restricted Subsidiary if such restrictions exist under, by reason of or with respect to a Restricted Subsidiary and imposed pursuant to an any agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, that Restricted Subsidiary and are pending such Restricted Subsidiary; orsale or other disposition; (69) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the terms ordinary course of any business to the extent imposing restrictions of the type described in clause (4) of Section 4.10(a) on the property subject to such lease; (10) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business and which the Board of Directors of the Company or a direct or indirect parent of the Company determines in good faith will not adversely affect the Company’s ability to make payments of principal or interest on the Notes; (11) Secured Indebtedness or otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.06 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (12) any agreement pursuant or instrument relating to which such Indebtedness was issued if: Indebtedness, Disqualified Stock or Preferred Stock of the Company or a Restricted Subsidiary permitted to be Incurred under this Indenture following the Issue Date if (A) the encumbrance encumbrances or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) is contained in a Credit Agreement; (B) the encumbrance or restriction is restrictions are not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined in good faith by the Company or a direct or indirect parent of the Company); and ) and (CB) either (x) the Company determines on the date of the Incurrence of such Indebtedness that any such encumbrance or restriction would will not be expected to materially impair adversely affect the Company’s ability to make principal or and interest payments on the Notes. Nothing contained Notes as and when they come due or (y) such encumbrances and restrictions only apply during the continuance of a default in this Section 4.05 shall prevent respect of a payment or financial maintenance covenant default in respect of such Indebtedness; (13) customary provisions in (x) joint venture agreements entered into in the ordinary course of business with respect to the Equity Interests subject to the joint venture and (y) operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements; (14) purchase money obligations for property acquired, IRUs and Finance Lease Obligations in the ordinary course of business to the extent imposing restrictions on the property so acquired; (15) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary and its assets; (16) other Indebtedness, Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary from: that is Incurred subsequent to the Issue Date pursuant Section 4.03; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Company’s ability to make anticipated principal or interest payment on the Notes (as determined by the Company or a direct or indirect parent of the Company in good faith); (17) Permitted Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced (as determined by the Company or a direct or indirect parent of the Company in good faith; (18) Indebtedness of non-Guarantor Subsidiaries permitted to be Incurred pursuant to the provisions of Section 4.03; and (19) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) creatingthrough (18) above; provided that such amendments, incurringmodifications, assuming restatements, renewals, increases, supplements, refundings, replacements or suffering to exist any Liens otherwise permitted refinancings are, in Section 4.09 or (2) restricting the sale or other disposition of property or assets good faith judgment of the Company or any of its Restricted Subsidiaries that secure Indebtedness a direct or indirect parent of the Company Company, not materially more restrictive as a whole with respect to such encumbrances or any of its Restricted Subsidiariesrestrictions than prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall 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: to (1i) 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; , (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1i) 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, however, 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; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iii) 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, and any extensions, refinancings, renewals or replacements of the agreement containing such encumbrances encumbrance or restrictionsrestriction; provided, however, 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; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 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 Company, or any Restricted Subsidiary not otherwise prohibited by this Indenture; or 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, reduce 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; (5v) 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; (6vi) contained in the terms of any Indebtedness having an aggregate principal amount not in excess of the greater of (1) $10 million or (2) 10% of Consolidated EBITDA for the Four Quarter Period or any agreement pursuant to which such Indebtedness was issued if: is outstanding (in each case Incurred by a Restricted Subsidiary in compliance with Section 4.03) if (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance a default with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 will not be expected to materially impair the Company’s affect its ability to make principal or interest payments on the Notes, (D) if the aggregate principal amount of such Indebtedness exceeds the greater of (1) $5 million and (2) 5% of Consolidated EBITDA for the Four Quarter Period, the documents pursuant to which all such indebtedness in excess of such amount is outstanding expressly state 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 4.05 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; and (vii) provisions contained in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any particular class of Capital Stock of a Person other than on a PRO RATA basis. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall 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: to (1i) 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; , (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: : (1i) 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, however, 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; , (2iii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary; law, (3iv) 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4v) in the case of clause (4) transfers of Section 4.05(a): 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 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, reduce 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; , (5vi) 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 or (6vii) contained in for the terms benefit of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event holder of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 the Company’s ability to make principal or interest payments on the NotesLien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from: from (1i) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2ii) 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. (a) The Except as provided in Section 3.14(b), the Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: (1) 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 Restricted Subsidiary; (2) Subsidiary or pay any Indebtedness owed to the Company or any other Restricted Subsidiary; (32) 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 (43) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) The provisions of Section 4.05(a3.14(a) shall will not restrict any apply to encumbrances or restrictionsrestrictions existing under or by reason of: (1) 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, however, 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 replacedapplicable law; (2) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted SubsidiaryIndenture; (3) existing the Bank Credit Facility as in effect on the Issue Date, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, that any amendment, restatement, renewal, replacement or refinancing is not more restrictive 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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 replacedexistence on the Issue Date; (4) in the case customary non-assignment provisions of clause (4) of Section 4.05(a): (A) that restrict in a any contract and customary manner the subletting, provisions restricting 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, reduce the value of property or assets of the Company or any Restricted Subsidiary subletting in any manner material to the Company or lease governing a leasehold interest of any Restricted Subsidiary, or any customary restriction on the ability of a Restricted Subsidiary to dividend, distribute or otherwise transfer any asset which secures Indebtedness secured by a Lien, in each case permitted to be Incurred under this Indenture; (5) any instrument governing Acquired Indebtedness not Incurred in connection with, or in anticipation or contemplation of, the relevant acquisition, merger or consolidation, 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; (6) 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 or substantially all of the Capital Stock of, or property and assets of, of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold; (7) customary restrictions imposed on the transfer of copyrighted or patented materials; or (6) 8) an agreement governing Indebtedness Incurred to Refinance the Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in Section 3.14(b)(5); provided, that such Refinancing agreement is not more restrictive with respect to such encumbrances or restrictions than those contained in the terms of any Indebtedness or any agreement pursuant referred to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or clause (ii) 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 Company5); 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 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: (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall 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: to (1i) 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; , (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1i) 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, however, 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; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iii) 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 in contemplation thereofacquisition, 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, however, 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; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 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 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, reduce 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 (5v) 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 (6) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 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: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Except as provided in paragraph (b), the Company shall will not, and shall will not permit any Restricted Subsidiary to, 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: (1i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock Equity Interests of such the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary;, (2ii) pay any Indebtedness Debt or other obligation owed to the Company or any other Restricted Subsidiary;, (3iii) make loans or advances to the Company or any other Restricted Subsidiary; , or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) The provisions of Section 4.05(aparagraph (a) shall do not restrict apply to any encumbrances or restrictions: (1i) existing on the Closing Issue Date in the Credit Agreement, this Indenture or any other agreements in effect on the Closing Issue Date, and any extensions, refinancingsrenewals, renewals replacements or replacements refinancings of such agreementsany of the foregoing or of any subsequent extension, renewal, replacement or refinancing thereof; provided, however, provided that the encumbrances and restrictions in any such extensionsthe extension, refinancingsrenewal, renewals replacement or replacements are refinancing are, taken as a whole, no less favorable more adverse in any material respect to the Holders Noteholders than those the encumbrances or restrictions that are then in effect and that are being extended, renewed, replaced or refinanced, renewed or replaced; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iii) existing existing (A) with respect to any Person, or with respect to any property or assets, at the time the Person or the property or assets of such Person are acquired by the Company or any Restricted Subsidiary, existing or (B) with respect to any Unrestricted Subsidiary at the time of such acquisition and not incurred in contemplation thereofit is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions (x) are not applicable to any other Person or the property or assets of any other Person other than such Person or the property or assets and (y) were not put in place in anticipation of such Person so acquired, event; and any extensions, renewals renewals, replacements or replacements refinancings of such encumbrances any of the foregoing, or restrictions; providedof any subsequent extension, howeverrenewal, that replacement or refinancing thereof, provided the encumbrances and restrictions in any such extensionsthe extension, renewals renewal, replacement or replacements are refinancing are, taken as a whole, no less favorable more adverse in any material respect to the Holders Noteholders than those the encumbrances or restrictions that are then in effect and that are being extended, renewed renewed, replaced or replacedrefinanced; (4iv) of the type described in the case of clause (4a)(iv) of Section 4.05(a):arising or agreed to (A) in the ordinary course of business that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, lease or license, conveyance or contract or similar property or asset;, (B) existing with respect to any assets comprising a Permitted Business in which the Company or any Restricted Subsidiary has ownership of an undivided interest, pursuant to the agreements under which such interest is owned or maintained, including, without limitation, options, put and call arrangements, rights of first refusal and similar rights, provided that such restrictions are consistent with the Company’s past practice, or (C) by virtue of any transfer ofPermitted Lien on, or agreement to transfer, option or similar 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 businessof, not relating to any Indebtedness, and that do not, individually or in the aggregate, reduce the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; (5v) 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 of the Restricted Subsidiary; orSubsidiary that is permitted by this Indenture; (6vi) on the ability of Restricted Subsidiaries to consummate transactions of the type described in paragraph (a)(i), (ii), (iii) or (iv) provided for by any credit agreement or security document relating to Debt permitted to be incurred under this Indenture; provided that such restrictions are not more restrictive than the restrictions contained in this Indenture or the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) is contained in a Credit Agreement; (Bvii) required pursuant to Section 4.06(b)(ii); (viii) imposed on any Joint Venture pursuant to customary limitations contained in the encumbrance constituent documents and agreements governing such Joint Venture; or (ix) existing under any credit agreement or restriction security document relating to Debt incurred pursuant to clause (b)(x) or (b)(xi) under Section 4.06 or Permitted Refinancing Debt in respect thereof; provided that (a) such restrictions apply only to the Persons Incurring such Debt (including Guarantees thereof) and their Subsidiaries and (b) such Debt is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined Guaranteed 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 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: (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall 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: to (1i) 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; , (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: : (1i) 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, however, 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; ; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary; ; (3iii) 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; ; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 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 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, reduce 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; ; (5v) 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 or (6vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: if (A) the encumbrance or restriction either: either (i1) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; agreement or (ii2) 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 ) 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 the Company’s 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: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall GST will not, and shall 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: to (1i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company GST or any other Restricted Subsidiary; , (2ii) pay any Indebtedness owed to the Company GST or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company GST or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company GST or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1i) existing on the Closing Date in this Indenture or any other agreements agreement in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided, however, 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; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iii) existing with respect to any Person or the property or assets of such Person acquired by the Company GST 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 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 GST or any Restricted Subsidiary not otherwise prohibited by this Indenture; or 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, reduce detract from the value of property or assets of the Company GST or any Restricted Subsidiary in any manner material to the Company GST or any Restricted Subsidiary; (5v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; (vi) with respect to any Development Company, imposed pursuant to or in connection with any Indebtedness Incurred by such Development Company to finance at least 50% of the total financing required for the development and construction of all of such Development Company's alternative access networks or any Indebtedness Incurred to refinance or replace such Indebtedness; PROVIDED that (a) such Indebtedness (including such refinancing Indebtedness) is permitted to be Incurred under Section 4.03, (b) such encumbrances and restrictions are no more restrictive in any material respect than those encumbrances and restrictions existing under the Tomen Facility as in effect on the Closing Date and (c) such encumbrances and restrictions shall only apply to such Development Company for so long as such Indebtedness (or such refinancing Indebtedness) remains outstanding; or (6vii) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to any Development Company (a financial covenant contained "RESTRICTED DEVELOPMENT COMPANY"), imposed pursuant to or in connection with any Indebtedness Incurred by another Development Company to finance at least 50% of the total financing required for the development and construction of all of such other Development Company's alternative access networks or any Indebtedness Incurred to refinance or replace such Indebtedness; PROVIDED that (a) such encumbrances and restrictions shall not apply to such Restricted Development Company prior to the occurrence of an event of default under such Indebtedness (or agreement; or refinancing Indebtedness), (iib) such Indebtedness (including such refinancing Indebtedness) is contained permitted to be Incurred under Section 4.03, (c) such encumbrances and restrictions are no more restrictive in a Credit Agreement; any material respect than those contemplated by the Tomen Facility as in effect on the Closing Date and (Bd) the encumbrance or restriction is not materially more disadvantageous to the Holders at least 50% of the Notes than is customary in comparable financings (as determined total financing required for the development and construction of all of such Restricted Development Company's alternative access networks was provided by the Company); and (C) the Company determines on the date holder of the Incurrence Indebtedness of such Indebtedness that other Development Company. The Company will not, and will not permit any such encumbrance of its Subsidiaries to, create or restriction would not be expected otherwise cause or suffer to materially impair exist or become effective any of the Company’s ability matters referred to make principal or interest payments on in the Notesfirst paragraph of this section. Nothing contained in this Section 4.05 shall prevent the Company GST or any Restricted Subsidiary from: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company GST or any of its Restricted Subsidiaries that secure Indebtedness of the Company GST or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall 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 (other than a Receivables Subsidiary) to: (1) 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 SubsidiarySubsidiary (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to the dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); (2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; (3) make loans or advances to the Company or any other Restricted SubsidiarySubsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (43) repay any Indebtedness owed to the Company or any other Restricted Subsidiary or transfer any of its property or assets to the Company or any other Restricted SubsidiarySubsidiary (it being understood that such transfers shall not include any type of transfer described in clauses (1) or (2) above or in this clause (3)). (b) The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1) existing on the Closing Date in the Credit Agreement, the Indenture, the Existing Note Indentures or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided, however, 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; (2) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company applicable rule, regulation or any Restricted Subsidiaryorder; (3) that are customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (4) that are purchase money obligations for property acquired and Capitalized Lease Obligations that impose restrictions on the property purchased or leased; (5) 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, acquired and any extensions, refinancings, renewals or replacements of such encumbrances or restrictionsthereof; provided, however, 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; (46) in the case of clause (43) of the first paragraph of this Section 4.05(a):4.08: (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 normal course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, reduce 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 (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (57) 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; (6) 8) relating to a Subsidiary Guarantor and contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 CompanyCompany in good faith); and (CB) the Company determines on the date of the Incurrence of such Indebtedness that any such encumbrance or restriction would will not be expected to materially impair affect the Company’s ability to make principal or interest payments on the Notes; (9) arising from customary provisions in joint venture agreements and other similar agreements; (10) existing in the documentation governing any Permitted Securitization or Permitted Factoring Program; (11) contained in any agreement governing Indebtedness permitted under (A) clause (8) of the second paragraph of Section 4.09(a); or (B) Section 4.09; provided that with respect to this sub-clause (B), such encumbrances and 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 by the chief financial officer of the Company);. (12) existing under or by reason of any Investment not prohibited by the Section 4.07 and any Permitted Investment; or (13) of the type referred to in the first paragraph of this covenant imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, not materially more restrictive as a whole with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. Nothing contained in this Section 4.05 4.08 shall prevent the Company or any Restricted Subsidiary from: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 4.12 or (2) 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. (a) The Company shall not, and shall 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: to (1i) 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; , (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: : (1i) 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, however, 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; ; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary; law; (3iii) 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 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, however, 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; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 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 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, reduce 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; ; (5v) 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 or (6vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: if (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance 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 (iiother than an event of default resulting solely from the breach of a representation or warranty) occurs and is contained in a continuing under the 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 of the Notes than is customary in comparable financings (as determined by the Company); and ) and (C) the Company determines on the date (as evidenced by a resolution of the Incurrence Board of such Indebtedness Directors) that any such encumbrance or restriction would is not be reasonably expected to materially impair affect the Company’s '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: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Borrower shall not, and shall 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: (1i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company Borrower or any other Restricted Subsidiary; (2ii) pay any Indebtedness owed to the Company Borrower or any other Restricted Subsidiary; (3iii) make loans or advances to the Company Borrower or any other Restricted Subsidiary; or (4iv) transfer any of its property or assets to the Company Borrower or any other Restricted Subsidiary. (b) The provisions of Section 4.05(a9.4(a) shall not restrict any encumbrances or restrictions: (1i) existing on the Closing Date October 2, 2012 or any other agreements in effect on the Closing DateOctober 2, 2012, and any extensions, refinancings, renewals or replacements of such agreements; provided, however, that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Term Loan B Lenders or the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company Borrower or any Restricted Subsidiary; (3iii) existing with respect to any Person or the property or assets of such Person acquired by the Company Borrower 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, that the encumbrances and restrictions in any such extensions, renewals or replacements are no less favorable in any material respect to the Term Loan B Lenders or the Holders than those encumbrances or restrictions that are then in effect and that are being extended, renewed or replaced; (4iv) in the case of clause (4iv) of Section 4.05(a9.4(a): (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 Borrower or any Restricted Subsidiary not otherwise prohibited by this the 2022 Senior Note 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, reduce the value of property or assets of the Company Borrower or any Restricted Subsidiary in any manner material to the Company Borrower or any Restricted Subsidiary; (5v) 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 (6vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i1) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii2) is contained in a Credit Agreement; (B) the encumbrance or restriction is not materially more disadvantageous to the Holders Term Loan B Lenders of the Notes Term Loan B Loans or the Holders than is customary in comparable financings (as determined by the CompanyBorrower); and (C) the Company Borrower determines on the date of the Incurrence of such Indebtedness that any such encumbrance or restriction would not be expected to materially impair the CompanyBorrower’s ability to make principal or interest payments on the Term Loan B Loans or the 2022 Senior Notes. Nothing contained in this Section 4.05 9.4 shall prevent the Company Borrower or any Restricted Subsidiary from: (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 9.8 or (2) restricting the sale or other disposition of property or assets of the Company Borrower or any of its Restricted Subsidiaries that secure Indebtedness of the Company Borrower or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall 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: to (1i) 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; , (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1i) existing on the Closing Date in this Indenture, the Euro Notes Indenture or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided, however, 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; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iii) 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 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 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, reduce 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; (5v) 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; (6vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: if (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance a default with respect to a financial covenant contained in such Indebtedness or 41 agreement; or (ii) 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 ) and (C) the Company determines on the date of the Incurrence of such Indebtedness that any such encumbrance or restriction would will not be expected to materially impair affect the Company’s 's ability to make principal or interest payments on the Notes; or (vii) imposed in connection with a transaction described in clause (f) of the proviso to the definition of "Asset Sale" and relating solely to a Restricted Subsidiary that transfers assets to the special purpose entity referred to therein; PROVIDED that 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: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 hereof or (2) 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. (a) The Company shall will not, and shall 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: (1i) 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; (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or or 55 62 (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) The provisions of Section 4.05(a4.07(a) shall not restrict any encumbrances or restrictions: (1i) existing on the Closing Issue Date in the New Credit Facility, this Indenture or any other agreements in effect on the Closing Issue Date, and any extensions, refinancings, renewals or replacements of such agreements; provided, however, 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; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iii) 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4iv) in the case of clause (4iv) of Section 4.05(a): 4.07(a), (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 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, reduce 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; (5v) 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, pending such sale or disposition; (6vi) contained existing under purchase money obligations for property acquired in the terms ordinary course of any Indebtedness business that impose restrictions of the nature discussed in clause (iv) above on the property so acquired; (vii) existing under applicable law or any agreement pursuant to which such Indebtedness was issued if: applicable rule, regulation or order; 56 63 (Aviii) contracts for the encumbrance or restriction either: (i) applies only in the event sale of a payment default or non-compliance assets, including, without limitation, customary restrictions with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) is contained in a Credit Agreement; (B) the encumbrance or restriction is not materially more disadvantageous Subsidiary pursuant 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 an agreement that any such encumbrance or restriction would not be expected to materially impair 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: (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting has been entered into for the sale or other disposition of property all or substantially all of the Capital Stock or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.such Subsidiary;

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall 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: to (1i) 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; , (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1i) 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, however, 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; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iii) 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, and any extensions, refinancings, renewals or replacements of the agreement containing such encumbrances encumbrance or restrictionsrestriction; provided, however, 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; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 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 Company, or any Restricted Subsidiary not otherwise prohibited by this Indenture; or 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, reduce 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; (5v) 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; (6vi) contained in the terms of any Indebtedness having an aggregate principal amount not in excess of the greater of (1) $10 million or (2) 10% of Consolidated EBITDA for the Four Quarter Period or any agreement pursuant to which such Indebtedness was issued if: is outstanding (in each case Incurred by a Restricted Subsidiary in compliance with Section 4.03) if (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance a default with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 will not be expected to materially impair the Company’s affect its ability to make principal or interest payments on the Notes, (D) if the aggregate principal amount of such Indebtedness exceeds the greater of (1) $5 million and (2) 5% of Consolidated EBITDA for the Four Quarter Period, the documents pursuant to which all such indebtedness in excess of such amount is outstanding expressly state 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 4.05 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; and (vii) provisions contained in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any particular class of Capital Stock of a Person other than on a pro rata basis. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall 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: to (1i) 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; , (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1i) existing on the Closing Date in the Credit Agreement, the Vendor Financing Arrangement, the 15% Indenture, this Indenture or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided, however, 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; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iii) 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 4.07, (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 or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, 49 individually or in the aggregate, reduce 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; (5v) 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 (6vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: if (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance a default with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 ) and (C) the Company determines on the date of the Incurrence of such Indebtedness that any such encumbrance or restriction would will not be expected to materially impair affect the Company’s 's ability to make principal or interest payments on the Notes. Nothing contained in this Section 4.05 4.07 shall prevent the Company or any Restricted Subsidiary from: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 4.05 or (2) 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. (a) The Company shall Borrower will not, and shall 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: to (1i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company Borrower or any other Restricted Subsidiary; , (2ii) pay any Indebtedness owed to the Company Borrower or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company Borrower or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company Borrower or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1a) existing on the Closing Date in the First Lien Credit Agreement, this Agreement or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided, however, 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 of the Obligations than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (2b) existing under or by reason of applicable law law, regulation, rule or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiaryorder; (3c) existing with respect to any Person or the property or assets of such Person acquired by the Company Borrower 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, acquired and any extensions, refinancings, renewals or replacements of such encumbrances or restrictionsthereof; provided, however, 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; (4d) in the case of clause (4iv) of the first paragraph of this Section 4.05(a):6.4: (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 Borrower or any Restricted Subsidiary not otherwise prohibited by this Indenture; Agreement 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, reduce detract from the value of property or assets of the Company Borrower or any Restricted Subsidiary in any manner material to the Company Borrower or any Restricted Subsidiary; (5iv) 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 (6) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) is contained in a Credit Agreement; (Bv) existing in agreements governing Indebtedness of any Guarantor permitted to be Incurred after the encumbrance date of this Agreement, provided that the terms and conditions of any such encumbrances or restriction is not materially restrictions are no more disadvantageous restrictive than those permitted under clause (a) above, and any extensions, refinancings, renewals or replacements of such Indebtedness; and provided that the encumbrances or 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; (vi) existing under purchase money obligations for property acquired in the ordinary course of business consistent with past practice that impose encumbrances or restrictions on the property so acquired of the Notes than is customary nature described in comparable financings clause (as determined by iv) of the Company)first paragraph of this Section 6.4; and (Cvii) customary provisions with respect to the Company determines on the date distribution of the Incurrence of such Indebtedness that any such encumbrance assets or restriction would not be expected to materially impair the Company’s ability to make principal or interest payments on the Notesproperty in joint venture agreements and other similar agreements. Nothing contained in this Section 4.05 6.4 shall prevent the Company Borrower or any Restricted Subsidiary from: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in by Section 4.09 6.8 or (2) restricting the sale or other disposition of property or assets of the Company Borrower or any of its Restricted Subsidiaries that secure Indebtedness of the Company Borrower or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall Guarantor will not, and shall 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: (1other 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; , (2ii) pay any Indebtedness owed to the Company Guarantor or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company Guarantor or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company Guarantor or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: : (1i) 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, however, 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; ; (2ii) existing under or by reason of applicable law law, rule or required by any regulation or, to the extent not material to the Guarantor, at the behest of regulatory authority having jurisdiction over the Company or any Restricted Subsidiary; authorities; (3iii) 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 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, however, 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; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 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 Indenture; or 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, reduce 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; ; (5v) 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 (6vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to Restricted Subsidiaries in which, on and subsequent to the Closing Date, the Guarantor and its Restricted Subsidiaries only make Investments that are evidenced by unsubordinated promissory notes that bear a financial covenant contained in reasonable rate of interest and are payable prior to the Stated Maturity of the Notes; provided that such Indebtedness or agreementencumbrances and restrictions expressly allow the payment of interest and principal on such promissory notes; or (iivii) is 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 stockholders' agreement, joint venture agreement or similar agreement among owners of Common Stock of a Credit Agreement; Restricted Subsidiary; provided that such restrictions consist solely of requirements that transactions between such Restricted Subsidiaries and affiliates thereof (Bincluding the Guarantor and its Restricted Subsidiaries) the encumbrance or restriction be on fair and reasonable terms no less favorable to such Restricted Subsidiary than could be obtained in a comparable arm's-length transaction with a Person that is not materially more 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 the Company’s ability to make principal or interest payments on the Notesan affiliate. Nothing contained in this Section 4.05 shall prevent the Company Guarantor or any Restricted Subsidiary from: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 below or (2) 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. (a) The Company shall Except as provided in clause (b) below, the Issuer will not, and shall will not permit any Restricted Subsidiary to, 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: (1i) pay dividends or make any other distributions permitted by applicable law on or in respect of any Capital Stock Equity Interests of such a Restricted Subsidiary owned by the Company Issuer or any other Restricted Subsidiary;, (2ii) pay any Indebtedness Debt or other obligation owed to the Company Issuer or any other Restricted Subsidiary;, (3iii) make loans or advances to to, or Guarantee any Debt or other obligations of, or make any Investment in, the Company Issuer or any other Restricted Subsidiary; , or (4iv) transfer any of its property or assets to the Company Issuer or any other Restricted Subsidiary. (b) The provisions of Section 4.05(aclause (a) shall do not restrict apply to any encumbrances or restrictions: (1i) existing on the Closing Issue Date pursuant to this Indenture or any other agreements in effect on the Closing Issue Date, and any amendments, modifications, restatements, extensions, refinancingsrenewals, renewals replacements or replacements refinancings of such agreementsany of the foregoing; provided, however, provided that the encumbrances and restrictions in any such extensionsthe amendment, refinancingsmodification, renewals restatement, extension, renewal, replacement or replacements are refinancing are, taken as a whole, in the good faith judgment of the Issuer, no less favorable in any material respect to the Holders of the Notes than those the encumbrances or restrictions that are then in effect and that are being amended, modified, restated, extended, renewed, replaced or refinanced, renewed or replaced; (2ii) existing under or by reason of applicable law law, rule, regulation or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiaryorder; (3iii) existing existing (A) with respect to any Person Person, or to the property or assets of such any Person, at the time the Person is acquired by the Company Issuer or any Restricted Subsidiary, existing or (B) with respect to any Unrestricted Subsidiary at the time of such acquisition and not incurred in contemplation thereofit is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions (i) are not applicable to any other Person or the property or assets of any other Person other than such Person or the property or assets and (ii) were not put in place in anticipation of such Person so acquired, event and any amendments, modifications, restatements, extensions, renewals renewals, replacements or replacements refinancings of such encumbrances or restrictions; providedany of the foregoing, however, provided that the encumbrances and restrictions in any such extensionsthe amendment, renewals modification, restatement, extension, renewal, replacement or replacements are refinancing are, taken as a whole, in the good faith judgment of the Issuer, as the case may be, no less favorable in any material respect to the Holders of the Notes than those the encumbrances or restrictions that are then in effect and that are being amended, modified, restated, extended, renewed renewed, replaced or replacedrefinanced; (4iv) of the type described in paragraph (a)(iv) arising or agreed to in the case ordinary course of clause business (4) of Section 4.05(a): (Ai) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or contract similar contract, including with respect to intellectual property, (ii) that restrict in a customary manner, pursuant to provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements, the transfer of ownership interests in, or assets of, such partnership, limited liability company, joint venture or similar property Person (in each case relating solely to the respective partnership, limited liability company, joint venture or asset; similar Person) or (Biii) existing by virtue of any transfer ofLien on, or agreement to transfer, option or similar right with respect to, or Lien on, to any property or assets of 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, reduce the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company Issuer or any Restricted Subsidiary; (5v) 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 the Restricted Subsidiary; orSubsidiary that is permitted by Section 4.13; (6A) contained in the terms of governing any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: Debt if (Aas determined in good faith by the Issuer) the encumbrance or restriction either: (i) applies only in the event encumbrances or restrictions are ordinary and customary for a financing of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or that type and (ii) is contained the encumbrances or restrictions either (x) would not, at the time agreed to, be expected to materially adversely affect the ability of the Issuer or any Guarantor to make payments on the Notes or (y) in the case of any Permitted Refinancing Debt, are, taken as a Credit Agreement; (B) the encumbrance or restriction is not materially more disadvantageous whole, no less favorable in any material respect to the Holders of the Notes than is customary those contained in comparable financings (as determined by the Company)agreements governing the Debt being refinanced; andor (CB) required pursuant to this Indenture, 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 the Company’s ability to make principal or interest payments on the Notes. Nothing contained in this Section 4.05 shall prevent the Company Notes or any Restricted Subsidiary from: (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted SubsidiariesNote Guarantee.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall 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: to (1i) 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; , (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or , or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: : (1i) 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, however, 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; ; (2ii) existing under or by reason of applicable law law, rule or required by any regulation or, to the extent not material to the Company, at the behest of regulatory authority having jurisdiction over the Company or any Restricted Subsidiary; authorities; (3iii) 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 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 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, reduce 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; ; (5v) 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 (6vi) with respect 45 39 to Restricted Subsidiaries in which, on and subsequent to the 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 Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) if the encumbrance or restriction either: (i) applies only in the event Board of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) is contained in a Credit Agreement; (B) the encumbrance or restriction is not materially more disadvantageous to the Holders Directors 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 together with encumbrances and restrictions of any other Indebtedness will not be expected to materially impair affect the Company’s 's ability to make interest or principal or interest 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: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 4.08 or (2) 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. (a) The Company shall Lodgian will not, and shall 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: to (1) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company Lodgian or any other Restricted Subsidiary; , (2) pay any Indebtedness owed to the Company Lodgian or any other Restricted Subsidiary; , (3) make loans or advances to the Company Lodgian or any other Restricted Subsidiary; or Subsidiary or (4) transfer any of its property or assets to the Company Lodgian or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1) 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, however, 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; (2) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3) existing with respect to any Person or the property or assets of such Person acquired by the Company Lodgian 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4) in the case of clause (4) of the first paragraph of this Section 4.05(a): 4.06, (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 Lodgian or any Restricted Subsidiary not otherwise prohibited by this Indenture; or 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, reduce detract from the value of property or assets of the Company Lodgian or any Restricted Subsidiary in any manner material to the Company Lodgian or any Restricted Subsidiary; (5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; or; (6) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance a default with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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); Lodgian in good faith) and (C) the Company Lodgian determines on the date of the Incurrence of such Indebtedness that any such encumbrance or restriction would will not be expected to materially impair affect the Company’s 's ability to make principal or interest payments on the Notes; or (7) relating to a Subsidiary Guarantor and contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by Lodgian in good faith) and (B) Lodgian 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 4.06 shall prevent the Company Lodgian or any Restricted Subsidiary from: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 4.10 or (2) restricting the sale or other disposition of property or assets of the Company Lodgian or any of its Restricted Subsidiaries that secure Indebtedness of the Company Lodgian or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Except as provided in paragraph (b), the Company shall will not, and shall will not permit any Restricted Subsidiary to, 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: (1i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock Equity Interests of such the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary;, (2ii) pay any Indebtedness Debt or other obligation owed to the Company or any other Restricted Subsidiary;, (3iii) make loans or advances to the Company or any other Restricted Subsidiary; , or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) The provisions of Section 4.05(aparagraph (a) shall do not restrict apply to any encumbrances or restrictions: (1i) existing on the Closing Issue Date in the Credit Agreement, the Indenture or any other agreements in effect on the Closing Issue Date, and any extensions, refinancingsrenewals, renewals replacements or replacements refinancings of such agreementsany of the foregoing or of any subsequent extension, renewal, replacement or refinancing thereof; provided, however, provided that the encumbrances and restrictions in any such extensionsthe extension, refinancingsrenewal, renewals replacement or replacements are refinancing are, taken as a whole, no less favorable more adverse in any material respect to the Holders Noteholders than those the encumbrances or restrictions that are then in effect and that are being extended, renewed, replaced or refinanced, renewed or replaced; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iii) existing existing (A) with respect to any Person, or with respect to any property or assets, at the time the Person or the property or assets of such Person are acquired by the Company or any Restricted Subsidiary, existing or (B) with respect to any Unrestricted Subsidiary at the time of such acquisition and not incurred in contemplation thereofit is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions (x) are not applicable to any other Person or the property or assets of any other Person other than such Person or the property or assets and (y) were not put in place in anticipation of such Person so acquired, event; and any extensions, renewals renewals, replacements or replacements refinancings of such encumbrances any of the foregoing, or restrictions; providedof any subsequent extension, howeverrenewal, that replacement or refinancing thereof, provided the encumbrances and restrictions in any such extensionsthe extension, renewals renewal, replacement or replacements are refinancing are, taken as a whole, no less favorable more adverse in any material respect to the Holders Noteholders than those the encumbrances or restrictions that are then in effect and that are being extended, renewed renewed, replaced or replacedrefinanced; (4iv) of the type described in the case of clause (4a)(iv) of Section 4.05(a):arising or agreed to (A) in the ordinary course of business that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, lease or license, conveyance or contract or similar property or asset;, (B) existing with respect to any assets comprising a Permitted Business in which the Company or any Restricted Subsidiary has ownership of an undivided interest, pursuant to the agreements under which such interest is owned or maintained, including, without limitation, options, put and call arrangements, rights of first refusal and similar rights, provided that such restrictions are consistent with the Company's past practice, or (C) by virtue of any transfer ofPermitted Lien on, or agreement to transfer, option or similar 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 businessof, not relating to any Indebtedness, and that do not, individually or in the aggregate, reduce the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; (5v) 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 of the Restricted Subsidiary; orSubsidiary that is permitted by the Indenture; (6vi) on the ability of Restricted Subsidiaries to consummate transactions of the type described in paragraph (a)(i), (ii), (iii) or (iv) provided for by any credit agreement or security document relating to Debt permitted to be incurred under the Indenture; provided that such restrictions are not more restrictive than the restrictions contained in the terms of any Indebtedness Indenture or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) is contained in a Credit Agreement; (Bvii) required pursuant to Section 4.06(b)(ii); (viii) imposed on any Joint Venture pursuant to customary limitations contained in the encumbrance constituent documents and agreements governing such Joint Venture; or (ix) existing under any credit agreement or restriction security document relating to Debt incurred pursuant to clause (b)(x) or (b)(xi) under Section 4.06 or Permitted Refinancing Debt in respect thereof; provided that (a) such restrictions apply only to the Persons Incurring such Debt (including Guarantees thereof) and their Subsidiaries and (b) such Debt is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined Guaranteed 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 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: (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, 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: (1) 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; (2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; (3) make loans or advances to the Company or any other Restricted Subsidiary; or (4) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1) existing on the Closing Date or any other agreements in effect on the Closing Date, and any amendments, modifications, extensions, refinancings, renewals or replacements of such agreements; provided, however, that the encumbrances and restrictions in any such amendments, modifications, extensions, refinancings, renewals or replacements replacements, taken as a whole, are no less favorable in any material respect to not materially more restrictive (as determined by the Holders Company) than those encumbrances or restrictions that are then in effect and that are being amended, modified, extended, refinanced, renewed or replaced; (2) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary; (3) 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, and any amendments, modifications, extensions, refinancings, renewals or replacements of such encumbrances or restrictions; provided, however, that the encumbrances and restrictions in any such amendments, modifications, extensions, renewals or replacements replacements, taken as a whole, are no less favorable in any material respect to not materially more restrictive (as determined by the Holders Company) than those encumbrances or restrictions that are then in effect and that are being amended, modified, extended, refinanced, renewed or replaced; (4) in the case of clause (4) of Section 4.05(a): (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, on any of the property or assets 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, reduce the value of the property or assets of the Company or any a Restricted Subsidiary in any manner material to the Company or any such Restricted Subsidiary; (5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; or; (6) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: : (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or or (ii) 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 the Company’s ability to make principal or interest payments on the Notes. ; (7) arising from customary provisions in joint venture agreements and other agreements entered into in the ordinary course of business; (8) pursuant to the Notes and the Subsidiary Guarantees and any Exchange Notes and Subsidiary Guarantees exchanged therefor or for Additional Notes and the related Subsidiary Guarantees to be issued pursuant to the Indenture and the Registration Rights Agreement; (9) imposed on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10) imposed in connection with purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature specified in clause (4) above on the property so acquired; (11) contained in the terms of any Indebtedness of any Restricted Subsidiary that is Incurred as permitted pursuant to Section 4.03; (12) imposed in connection with any Investment not prohibited by Section 4.04 and or in connection with any Permitted Investment; or (13) contained in the terms of any Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.08 that limit the right of the debtor to dispose of the assets securing such Secured Indebtedness. (c) Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from: : (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in under Section 4.09 or 4.08; or (2) restricting the sale or other disposition of the Company’s property or assets or the property or assets of the Company or any of its Restricted Subsidiaries that secure the Company’s Indebtedness or the Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (ai) The Company shall Except as provided below, the Parent Guarantor will not, and shall will not permit any Restricted Subsidiary to, 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: (1) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company Parent Guarantor or any other Restricted Subsidiary; (2) pay any Indebtedness owed to the Company Parent Guarantor or any other Restricted Subsidiary; (3) make loans or advances to the Company Parent Guarantor or any other Restricted Subsidiary; or (4) sell, lease or transfer any of its property or assets to the Company Parent Guarantor or any other Restricted Subsidiary. (bii) The provisions of clause (i) of this Section 4.05(a4.1(c) shall do not restrict apply to any encumbrances or restrictions: (1) existing on the Closing Date or any other in agreements as in effect on the Closing Original Issue Date, in the New Notes, the Note Guarantee, or this Indenture, and any extensions, refinancings, supplements, amendments, renewals or replacements of such any of the foregoing agreements; provided, however, provided that the encumbrances and restrictions in any such extensionsextension, refinancingsrefinancing, renewals renewal or replacements replacement, 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, supplemented, amended, renewed or replaced; (2) existing under or by reason of applicable law law, rule, regulation, license, concession, approval, decree or required by any regulatory authority having jurisdiction over order applicable to the Company or any relevant Restricted Subsidiary; (3) resulting from restrictions on cash or other deposits or other customary requirements imposed by customers or suppliers under contracts entered into in the ordinary course of business; (4) existing with respect to any Person or the property or assets of such Person Person, or relating to or existing under any Indebtedness or other obligations acquired or incurred by the Company Parent Guarantor 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, and any extensions, refinancings, supplements, amendments, renewals or replacements of such encumbrances or restrictionsthereof; provided, however, provided that the encumbrances and restrictions in any such extensionsextension, renewals refinancing, renewal or replacements replacement, taken as a whole, are no not materially 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, supplemented, amended, renewed or replaced; (45) that (x) otherwise would be prohibited by the provision described in clause (i)(4) of this Section 4.1(b) if they arise or are agreed to in the case ordinary course of clause business, (4) of Section 4.05(a):y) (Ai) that restrict in a customary manner the subletting, assignment or other transfer of any property or asset that is subject to a lease, lease or license, conveyance or contract or similar property or asset; (Bii) existing exist by virtue of any transfer ofIndebtedness, Lien, agreement to transfer, option or similar right with respect to, or Lien on, to any property or assets of the Company Parent Guarantor or any Restricted Subsidiary not otherwise prohibited by this Indenture; or Indenture or (Ciii) arising or agreed to in the ordinary course of business, do not relating relate to any Indebtedness, and that or (z) do not, individually or in the aggregate, reduce detract from the value of property or assets of the Company Parent Guarantor or any Restricted Subsidiary in any manner material to the Company or any Parent Guarantor and its Restricted SubsidiarySubsidiaries taken as a whole; (56) contained in any agreement pursuant to which Indebtedness not otherwise prohibited by this Indenture was Incurred; provided that the encumbrance or restriction applies only in the event of a default with respect to a Restricted Subsidiary and covenant contained in such Indebtedness; or (7) imposed pursuant to an agreement that has been entered into for the a sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; or (6) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) that 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 permitted by the CompanySection 4.1(g); 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 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: (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall 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: to (1i) 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; , (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1) existing on the Closing Date in the Initial Indenture or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided, however, 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; (2) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3) arising pursuant to the Credit Agreement; (4) 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, acquired and any extensions, refinancings, renewals or replacements of such encumbrances or restrictions; providedthereof, however, provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements taken as a whole are no less favorable in any and material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (45) in the case of clause (4iv) of Section 4.05(a): (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, reduce 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; (56) 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 (67) relating to a Subsidiary Guarantor and contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 CompanyCompany in good faith); , and (CB) the Company determines on the date of the Incurrence of such Indebtedness that any such encumbrance or restriction would will not be expected to materially impair affect the Company’s ability to make principal or interest payments on the Notes. . (c) Nothing contained in this Section 4.05 shall prevent the Company company or any Restricted Subsidiary from: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in by Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Except as provided in paragraph (b), the Company shall will not, and shall will not permit any Restricted Subsidiary to, 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: (1) pay dividends or make any other distributions permitted by applicable law on any Capital Stock Equity Interests of such the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary;, (2) pay any Indebtedness Debt or other obligation owed to the Company or any other Restricted Subsidiary;, (3) make loans or advances to the Company or any other Restricted Subsidiary; , or (4) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) The provisions of Section 4.05(aparagraph (a) shall do not restrict apply to any encumbrances or restrictions: (1) existing on the Closing Issue Date in the Credit Agreement, the Indenture or any other agreements in effect on the Closing Issue Date, and any extensions, refinancingsrenewals, renewals replacements or replacements refinancings of such agreementsany of the foregoing; provided, however, that provided the encumbrances and restrictions in any such extensionsthe extension, refinancingsrenewal, renewals replacement or replacements are refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than those the encumbrances or restrictions that are then in effect and that are being extended, renewed, replaced or refinanced, renewed or replaced; (2) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary;existing (3A) existing with respect to any Person Person, or to the property or assets of such any Person, at the time the Person is acquired by the Company or any Restricted Subsidiary, existing or (B) with respect to any Unrestricted Subsidiary at the time of such acquisition and not incurred in contemplation thereofit is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions (i) are not applicable to any other Person or the property or assets of any other Person other than such Person or the property or assets and (ii) were not put in place in anticipation of such Person so acquiredevent, and any extensions, renewals renewals, replacements or replacements refinancings of such encumbrances or restrictions; providedany of the foregoing, however, that provided the encumbrances and restrictions in any such extensionsthe extension, renewals renewal, replacement or replacements are refinancing are, taken as a whole, no less favorable in any material respect to the Holders Noteholders than those the encumbrances or restrictions that are then in effect and that are being extended, renewed renewed, replaced or replacedrefinanced; (43) of the type described in clause (a)(4) arising or agreed to in the case ordinary course of clause business (4) of Section 4.05(a): (Ai) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance license or contract Purchase Money Obligation or similar property or asset; (Bii) existing by virtue of any transfer ofLien on, or agreement to transfer, option or similar right with respect to, or Lien on, to 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 businessof, not relating to any Indebtedness, and that do not, individually or in the aggregate, reduce the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; (54) 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 the Restricted Subsidiary; orSubsidiary that is permitted by Section 4.13; (65) contained in the terms governing any Debt if (as determined in good faith by the Board of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if:Directors) (A) the encumbrance or restriction either: (i) applies only in the event encumbrances or restrictions are ordinary and customary for a financing of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or that type and (ii) is contained in a Credit Agreement; the encumbrances or restrictions either (Bx) would not, at 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 time agreed to, be expected to materially impair adversely affect the Company’s ability of the Company to make principal or interest payments on the Notes. Nothing Notes or (y) in the case of any Permitted Refinancing Debt, are, taken as a whole, no less favorable in any material respect to the Noteholders than those contained in this Section 4.05 shall prevent the Company agreements governing the Debt being refinanced; (6) existing under or by reason of applicable law or any Restricted Subsidiary from: applicable rule, regulation or order; (17) creatingexisting under or by reason of joint venture agreements and other similar agreements that prohibit actions of the type described in paragraph (a) above, incurring, assuming which prohibitions are applicable only to the entity or suffering to exist any Liens otherwise permitted in Section 4.09 or assets that are the subject of such arrangements; (28) (A) restricting the sale on cash or other disposition deposits or net worth imposed by customers or supplied under agreements entered into in the ordinary course of business, (B) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness Subsidiary in any manner material to the Company or such Restricted Subsidiary or adversely affect the ability of the Company to make interest and principal payments with respect to the Notes or any of its Restricted Subsidiaries(C) pursuant to Interest Rate Protection Agreements; or (9) required pursuant to the Indenture.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Except as provided in paragraph (b), the Company shall will not, and shall 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: (1) 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;, (2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary;, (3) make loans or advances to the Company or any other Restricted Subsidiary; Subsidiary or (4) sell, lease or transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) The provisions of Section 4.05(aparagraph (a) shall not restrict any encumbrances or restrictions: (1) existing on in the Closing Date Notes, the Subsidiary Guarantees, the Indenture, the Security Documents, or under any Permitted Priority Secured Indebtedness of the Company or any other agreements in effect on the Closing DateSubsidiary Guarantor or Permitted Priority Subsidiary Guarantee of any Subsidiary Guarantor, and any extensions, refinancings, renewals renewals, supplements, amendments or replacements of such any of the foregoing agreements; provided, however, provided that the encumbrances and restrictions in any such extensionsextension, refinancingsrefinancing, renewals renewal, supplement, amendment or replacements replacement, 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 renewed, supplemented, amended or replaced; (2) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3) 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, and any extensions, refinancing, renewals or replacements of such encumbrances or restrictionsthereof; provided, however, provided that the encumbrances and restrictions in any such extensionsextension, renewals refinancing, renewal or replacements replacement, 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; (4) in the case of clause (4) of Section 4.05(a): paragraph (Aa), that (i) 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; , or (Bii) existing exist 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 the Indenture or (Ciii) arising arise or are agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, reduce 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 (5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; or (6) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) Subsidiary that 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 permitted 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 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: (1) creating4.06, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries4.11 and Section 4.15.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall 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: (1i) 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; (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1i) 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 renewals, substitutions or replacements of such agreements; provided, however, provided that the encumbrances and restrictions in any such modifications, extensions, refinancings, renewals 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 renewed, substituted or replaced; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iii) 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, acquired and any modifications, extensions, renewals refinancings, renewals, substitutions or replacements of such encumbrances or restrictionsagreements; provided, however, provided that the encumbrances and restrictions in any such modifications, extensions, renewals refinancings, renewals, substitutions or replacements are no less favorable in any material respect to the Holders holders of Notes than those encumbrances or restrictions that are then in effect and that are being modified, extended, renewed refinanced, renewed, substituted or replaced; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 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 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, reduce 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; (5v) 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 (6vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: if (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance a default with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 ) and (C) the Company determines on the date of the Incurrence of such Indebtedness that any such encumbrance or restriction would will not be expected to materially impair affect the Company’s '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: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall Issuer will not, and shall 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: to (1i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company Issuer or any other Restricted Subsidiary; , (2ii) pay any Indebtedness owed to the Company Issuer or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company Issuer or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company Issuer or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1i) 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 agreementsany of the foregoing; provided, however, provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no not materially less favorable in any material respect taken as a whole to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iii) existing with respect to any Person or the property or assets of such Person acquired by the Company Issuer 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 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 Issuer or any Restricted Subsidiary not otherwise prohibited by this Indenture; or 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, reduce detract from the value of property or assets of the Company Issuer or any Restricted Subsidiary in any manner material to the Company or any Issuer and its Restricted SubsidiarySubsidiaries taken as a whole; (5v) 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; (6vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance customary provisions with respect to a financial covenant contained the disposition or distribution of assets or property in such Indebtedness or agreement; or (ii) is contained joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in a Credit Agreementthe ordinary course of business; (Bvii) any agreement or instrument governing Indebtedness (whether or not outstanding) of any Foreign Subsidiary of the encumbrance Issuer permitted to be incurred pursuant to clause (x) under Section 4.03(a) so long as (1) such agreement or restriction instrument is not materially applicable to any Person or the property or assets of any Person other than such Foreign Subsidiary or the property or assets of such Foreign Subsidiary and its Foreign Subsidiaries and (2) not more disadvantageous to than 20% of such Foreign Subsidiary’s assets are located in the Holders of the Notes than is customary in comparable financings (as determined by the Company)United States; and (Cviii) the Company determines on the date any restriction in any agreement or instrument of the Incurrence of such Indebtedness that any such encumbrance or restriction would not be expected to materially impair the Company’s ability to make principal or interest payments on the Notesa Receivables Subsidiary governing a Qualified Securitization Transaction. Nothing contained in this Section 4.05 shall prevent the Company Issuer or any Restricted Subsidiary from: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in by Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company Issuer or any of its Restricted Subsidiaries that secure Indebtedness of the Company Issuer or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall 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: to (1i) 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; , (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1i) 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, however, 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; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iii) 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 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 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, reduce 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;; 45 39 (5v) 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 (6vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: if (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance a default with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 ) and (C) the Company determines on the date of the Incurrence of such Indebtedness that any such encumbrance or restriction would will not be expected to materially impair affect the Company’s '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: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall 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: to (1i) 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; , (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1i) existing on the Closing Date in the Credit Agreement, this Indenture, the Working Capital Facility or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided, however, provided that the EXHIBIT 4.17 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; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iii) 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 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 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, reduce 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; (5v) 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 (6vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: if (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance a default with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 ) and (C) the Company determines on the date of the Incurrence of such Indebtedness that any such encumbrance or restriction would will not be expected to materially impair affect the Company’s '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: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall 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: to (1i) 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; , (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1i) 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, however, 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; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iii) 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, and any extensions, refinancings, renewals or replacements of the agreement containing such encumbrances encumbrance or restrictionsrestriction; provided, however, 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; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 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 55 50 respect to, or Lien on, any property or assets of the Company Company, or any Restricted Subsidiary not otherwise prohibited by this Indenture; or 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, reduce 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; (5v) 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; (6vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: if (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance a default with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 ) and (C) the Company determines on the date of the Incurrence of such Indebtedness that any such encumbrance or restriction would will not be expected to materially impair affect the Company’s 's ability to make principal or interest payments on the Notes; and (vii) provisions contained in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any particular class of Capital Stock of a Person other than on a pro rata basis. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall 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: to (1) 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; , (2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3) make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (4) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1) existing on the Closing Date in the Credit Agreement, the indenture for the 7% Senior Notes due 2003, this Indenture or any other agreements in effect on the Closing Date, and any amendments, modifications, restatements, supplements, refundings, extensions, refinancings, renewals or replacements of such agreements; provided, however, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, supplements, refundings, 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 amended, modified, restated, supplemented, refunded, extended, refinanced, renewed or replaced; (2) existing under or by reason of applicable law or required by any applicable rule, regulation or order of, or arrangement with, any regulatory authority having jurisdiction over the Company body or any Restricted Subsidiaryagency; (3) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, under agreements 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, acquired and any amendments, modifications, restatements, supplements, refundings, extensions, refinancings, renewals or replacements of such encumbrances or restrictionsagreements; provided, however, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, supplements, refundings, 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 amended, modified, restated, supplemented, refunded, extended, refinanced, renewed or replaced; (4) in the case of clause (4) of the first paragraph of this Section 4.05(a):4.05: (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is, or is subject to, a lease, license, right, conveyance or contract or similar property or asset;, including, without limitation, customary non-assignment provisions in leases, purchase money obligations and other similar agreements, in each case with respect to the property or assets subject thereto, (B) existing by virtue of any sale, disposition, transfer of, agreement to sell, dispose or 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, reduce 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 (D) restrictions on cash or deposits required by insurance companies or health maintenance organizations under contracts entered into in the ordinary course of business; (5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; (6) imposed by customary provisions in joint venture agreements and similar agreements that restrict the transfer of the interest in the joint venture; or (67) with respect to a Subsidiary Guarantor, contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) is contained in a Credit Agreement; (B) 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 (C) and the Company determines on the date of the Incurrence of such Indebtedness that any such encumbrance or restriction would will not be expected to materially impair affect the Company’s '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: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall 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: to (1i) 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; , (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1i) 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, however, 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; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iii) 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, acquired and any extensions, refinancings, renewals or replacements of such encumbrances or restrictionsthereof; provided, however, 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; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 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 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, reduce 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; (5v) 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 (6) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 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: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall 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 (other than a Receivables Subsidiary) to: (1) 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; (2) pay repay any Indebtedness owed to the Company or any other Restricted Subsidiary; (3) make loans or advances to the Company or any other Restricted Subsidiary; or (4) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1) 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, however, 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; (2) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3) that are customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (4) that are purchase money obligations for property acquired and Capitalized Lease Obligations that impose restrictions on the property purchased or leased; (5) 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, acquired and any extensions, refinancings, renewals or replacements of such encumbrances or restrictionsthereof; provided, however, 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; (46) in the case of clause (4) of the first paragraph of this Section 4.05(a):4.08: (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 normal course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, reduce 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; (57) 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; (6) 8) relating to a Subsidiary Guarantor and contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 CompanyCompany in good faith); and (CB) the Company determines on the date of the Incurrence of such Indebtedness that any such encumbrance or restriction would will not be expected to materially impair affect the Company’s ability to make principal or interest payments on the Notes; (9) arising from customary provisions in joint venture agreements and other similar agreements; (10) existing in the documentation governing any Permitted Securitization; or; (11) contained in any agreement governing Indebtedness permitted under clause (8) of the second paragraph of part (a) of Section 4.09. Nothing contained in this Section 4.05 4.08 shall prevent the Company or any Restricted Subsidiary from: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 4.12 or (2) 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. (a) The Company shall will not, and shall 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: to (1i) 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; , (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1i) existing on the Closing Date in this Indenture or any other agreements in effect on the Closing Date, and any amendments, extensions, refinancings, renewals or replacements of such agreements; provided, however, PROVIDED that the amendments, encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iii) 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 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 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, reduce 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; (5v) 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 (6vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: if (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance a default with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 ) and (C) the Company determines on the date of the Incurrence of such Indebtedness that any such encumbrance or restriction would will not be expected to materially impair affect the Company’s '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: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall 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: to (1i) 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; , (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or , or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: : (1i) 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 141 41 agreements; provided, however, 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; ; (2ii) existing under or by reason of applicable law law, rule or required by any regulation or, to the extent not material to the Company, at the behest of regulatory authority having jurisdiction over the Company or any Restricted Subsidiary; authorities; (3iii) 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 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 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, reduce 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; ; (5v) 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 (6vi) with respect to Restricted Subsidiaries in which, on and subsequent to the 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 Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) if the encumbrance or restriction either: (i) applies only in the event Board of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) is contained in a Credit Agreement; (B) the encumbrance or restriction is not materially more disadvantageous to the Holders Directors 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 together with encumbrances and restrictions of any other Indebtedness will not be expected to materially impair affect the Company’s 's ability to make interest or principal or interest 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 in 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: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 4.08 or (2) 142 42 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. (a) The Company shall Parent will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions permitted by applicable law to Parent or any Restricted Subsidiary: (a) on any its Capital Stock of such Restricted Subsidiary owned by the Company or or (b) with respect to any other Restricted Subsidiaryinterest or participation in, or measured by, its profits; (2) pay repay any Indebtedness owed to the Company or any other Obligation owed to Parent or any Restricted Subsidiary; (3) make loans or advances or capital contributions to the Company Parent or any other Restricted Subsidiary; or (4) transfer any of its property properties or assets to the Company Parent or any other Restricted Subsidiary. (b) The provisions of Section 4.05(a) shall not restrict any ; except for such encumbrances or restrictionsrestrictions existing under or by reason of: (1) existing on the Closing Date or any other agreements Senior Credit Facility as in effect on the Closing Date, Issue Date and any extensionsamendments, refinancingsrestatements, renewals renewals, replacements or replacements of such agreementsrefinancings thereof; providedprovided that any amendment, howeverrestatement, that renewal, replacement or refinancing is not more disadvantageous to the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable Holders in any material respect with respect to the Holders than those such encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replacedthan those existing on the Issue Date; (2) encumbrances or restrictions existing under on the Issue Date to the extent and in the manner such encumbrances and restrictions are in effect on the Issue Date and any amendments, restatements, renewals, replacements or by reason of applicable law refinancings thereof; provided that any amendment, restatement, renewal, replacement or required by refinancing is not more disadvantageous to the Holders in any regulatory authority having jurisdiction over material respect with respect to such encumbrances or restrictions than those existing on the Company or any Restricted SubsidiaryIssue Date; (3) existing with respect this Indenture, the Notes and the Guarantees; (4) applicable law; (5) 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (46) customary non-assignment provisions in the case of clause (4) of Section 4.05(a): (A) that restrict in a customary manner the sublettingleases, assignment licenses 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 other agreements entered in the ordinary course of business, not relating to any Indebtedness, business and that do not, individually or in the aggregate, reduce 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; (57) Refinancing Indebtedness; provided that such restrictions are no more restrictive in any material respect than those contained in the agreements governing the Indebtedness being refunded, refinanced or extended; (8) customary restrictions in security agreements or mortgages securing Indebtedness of Parent or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements and mortgages; (9) customary restrictions with respect to a Restricted Subsidiary and imposed (other than any Issuer) 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, of such Restricted SubsidiarySubsidiary (other than any Issuer); (10) customary restrictions imposed on the transfer of copyrighted or patented materials; or (611) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: customary restrictions under Sale and Lease-Back Transactions that comply with Section 4.15 and that either (i) applies only in apply to the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; assets being transferred only, or (ii) apply only to the Guarantor or Issuer that is contained the subject of such Sale and Lease-Back Transaction and Parent determines in a Credit Agreement; (B) good faith at the time such 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 created that any such encumbrance or restriction would does not be expected to materially impair and adversely affect the Company’s Issuers’ ability to make pay principal or of, and interest payments on on, the Notes. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from: (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall 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: to (1i) 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; , (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1i) existing on the Closing Date in the Credit Agreements, this Indenture or any other agreements in effect on the Closing DateDate (and upon consummation of the JSC 50 Transaction, existing on the JSC Transaction Date in the JSC Credit Agreement or any other agreements in effect on the JSC Transaction Date under which JSC or any of its Subsidiaries is a party or any of their assets are bound), and any extensions, refinancings, renewals or replacements of such agreementsany of the foregoing; provided, however, PROVIDED that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no not materially less favorable in any material respect taken as a whole to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iii) 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4iv) in the case of clause (4iv) of Section 4.05(a): the first paragraph of this SECTION 4.05, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; , (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture; or 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, reduce detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any and its Restricted SubsidiarySubsidiaries taken as a whole; (5v) 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; (6vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance customary provisions with respect to a financial covenant contained the disposition or distribution of assets or property in such Indebtedness or agreement; or (ii) is contained joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in a Credit Agreementthe ordinary course of business; (Bvii) any agreement or instrument governing Indebtedness (whether or not outstanding) of any Foreign Subsidiary of the encumbrance Company permitted to be incurred pursuant to clause (x) under SECTION 4.03 so long as (1) such agreement or restriction instrument is not materially applicable to any Person or the property or assets of any Person other than such Foreign Subsidiary or the property or assets of such Foreign Subsidiary and its Foreign Subsidiaries and (2) not more disadvantageous to than 20% of such Foreign Subsidiary's assets are located in the Holders of the Notes than is customary in comparable financings (as determined by the Company)United States; and (Cviii) the Company determines on the date any restriction in any agreement or instrument of the Incurrence of such Indebtedness that any such encumbrance or restriction would not be expected to materially impair the Company’s ability to make principal or interest payments on the Notesa Receivables Subsidiary governing a Qualified Securitization Transaction. Nothing contained in this Section SECTION 4.05 shall prevent the Company or any Restricted Subsidiary from: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section by SECTION 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall Guarantor will not, and shall 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: to (1i) 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; , (2ii) pay any Indebtedness owed to the Company Guarantor or any other Restricted Subsidiary; (3) , make loans or advances to the Company Guarantor or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company Guarantor or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: : (1i) 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, however, 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 Lenders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; ; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary; law; (3iii) 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 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, however, 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; (4iv) in the case of clause (4iv) of Section 4.05(a): the first paragraph of 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; or 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, reduce 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; ; (5v) 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 SubsidiarySubsidiary during the period between the execution of such agreement and the closing thereunder; or or (6vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: if (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance a default with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) is contained in a Credit Agreement; , (B) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes Lenders than is customary in comparable financings (as determined in good faith by the Company); and Board of Directors) and (C) the Company Board of Directors determines on the date of the Incurrence of such Indebtedness that any such encumbrance or restriction would will not be expected to materially impair adversely affect the Company’s Guarantor's financial ability to make principal or interest payments on the NotesTerm Loans when due. Nothing contained in this Section 4.05 Subsection 11(b)(3) shall prevent the Company Guarantor or any Restricted Subsidiary from: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 Subsection 11(b)(7) or (2) 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. (a) The Company shall will not, and shall 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: to (1i) 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; , (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1) 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, however, 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; (2) existing under or by reason of applicable law law, regulation, rule or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiaryorder; (3) 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, acquired and any extensions, refinancings, renewals or replacements of such encumbrances or restrictionsthereof; provided, however, 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; (4) in the case of clause (4) of the first paragraph of this Section 4.05(a):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; 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, reduce 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; (5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; or; (6) contained existing in agreements governing Indebtedness of any Subsidiary Guarantor permitted to be Incurred after the date of this Indenture, provided that the terms and conditions of any Indebtedness such encumbrances or restrictions are no more restrictive than those permitted under clause (1) above, and any agreement pursuant to which extensions, refinancings, renewals or replacements of such Indebtedness was issued if: (A) Indebtedness; and provided that the encumbrance encumbrances or restriction either: (i) applies only restrictions in the event of any such extensions, refinancings, renewals or replacements taken as a payment default or non-compliance with whole are no less favorable in any material respect to a financial covenant contained the Holders than those encumbrances or restrictions that are then in such Indebtedness effect and that are being extended, refinanced, renewed or agreement; or (ii) is contained in a Credit Agreementreplaced; (B7) existing under purchase money obligations for property acquired in the encumbrance ordinary course of business consistent with past practice that impose encumbrances or restriction is not materially more disadvantageous to restrictions on the Holders property so acquired of the Notes than is customary nature described in comparable financings clause (as determined by 4) of the Company)first paragraph of this Section 4.05; and (C) 8) customary provisions with respect to the Company determines on the date distribution of the Incurrence of such Indebtedness that any such encumbrance assets or restriction would not be expected to materially impair the Company’s ability to make principal or interest payments on the Notesproperty in joint venture agreements and other similar agreements. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in by Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or suffer to exist or become effective any kind of consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: (1) 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; (2) pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; (3) make loans or advances to the Company or any other Restricted Subsidiary; or (4) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1) existing on the Closing Issue Date in the Credit Agreement, the Indenture, or any other agreements in effect on the Closing Issue Date, and any extensions, refinancings, renewals renewals, or replacements of such agreementsany of the foregoing; provided, however, provided that the encumbrances and restrictions in any such extensions, refinancings, renewals 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 renewed, or replaced; (2) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3) existing with respect to any Person person or the property or assets of such Person person acquired by the Company or any Restricted Subsidiary, Subsidiary and existing at the time of such acquisition and not incurred in contemplation thereofacquisition, which encumbrances or restrictions (i) are not applicable to any Person person or the property or assets of any Person person other than such Person person or the property or assets of such Person person so acquiredacquired and (ii) were not put in place in anticipation of such acquisition, and any extensions, renewals refinancings, renewals, or replacements of such encumbrances or restrictionsany of the foregoing; provided, however, PROVIDED that the encumbrances and restrictions in any such extensions, renewals 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, renewed refinanced, renewed, or replaced; (4) in the case of clause (4) of Section 4.05(a):the first paragraph of this covenant; (Ai) that restrict in a customary manner the subletting, assignment assignment, or transfer of any property or asset that is a lease, license, conveyance 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 the Indenture; or (Ciii) not relating to any Indebtedness, and, in each of cases (i), (ii), or (iii), 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, reduce 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 (5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; or (6) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 the Company’s ability to make principal or interest payments on the Notes. Nothing contained in this Section 4.05 the preceding paragraph shall prevent the Company or any Restricted Subsidiary from: from (1) creating, incurring, assuming assuming, or suffering to exist any Liens otherwise permitted in by Section 4.09 4.14 or (2) 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. (a) The Company shall will not, and shall 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: to (1i) 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; , (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1i) arising pursuant to the Credit Agreement; (ii) existing on the Closing Date under this Indenture, or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided, however, 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; (2iii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iv) 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, acquired and any extensions, refinancings, renewals or replacements of such encumbrances or restrictionsthereof; provided, however, 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; (4v) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 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; , or (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; (Cvi) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, reduce 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; (5vii) 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 and that are customary for such transactions; (viii) deferral of rights of subrogation pursuant to Guarantees otherwise permitted under this Indenture; (ix) existing pursuant to any agreement governing Indebtedness permitted to be Incurred under Section 4.03; provided that the provisions relating to such encumbrance or restriction contained in 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 contained in the Credit Agreement as in effect on the Closing Date; (x) Indebtedness or other contractual requirements of a Securitization Subsidiary in connection with a Permitted Receivables Financing; provided that such restrictions apply only to such Securitization Subsidiary; or (6xi) contained provisions in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance joint venture agreements with respect to a financial covenant contained the disposition or distribution of assets or property in such Indebtedness or agreement; or (ii) is contained in a Credit Agreement; (B) the encumbrance or restriction is not materially more disadvantageous to the Holders ordinary course 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 the Company’s ability to make principal or interest payments on the Notesbusiness. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall WCI will not, and shall 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: (1i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company WCI or any other Restricted Subsidiary; (2ii) pay any Indebtedness owed to the Company WCI or any other Restricted Subsidiary that owns, directly or indirectly, any Capital Stock of such Restricted Subsidiary; (3iii) make loans or advances to the Company WCI or any other Restricted Subsidiary that owns, directly or indirectly, any Capital Stock of such Restricted Subsidiary; or (4iv) transfer any of its property or assets to the Company WCI or any other Restricted Subsidiary that owns, directly or indirectly, any Capital Stock of such Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict prohibit any encumbrances or restrictions: (1i) existing on the Closing Date in this Agreement or any other agreements agreement in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided, however, 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; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iii) existing with respect to any Person or the property or assets of such Person acquired by the Company WCI 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 6.03, (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 WCI or any Restricted Subsidiary not otherwise prohibited by this Indenture; or Agreement 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, reduce detract from the value of property or assets of the Company WCI or any Restricted Subsidiary in any manner material to the Company WCI or any Restricted Subsidiary;; or (5v) 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 (6) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 the Company’s ability to make principal or interest payments on the Notes. Nothing contained in this Section 4.05 6.03 shall prevent the Company WCI or any Restricted Subsidiary from: from (1i) restricting the sale or other disposition of property or assets of WCI or any of its Restricted Subsidiaries that secure Indebtedness of WCI or any of its Restricted Subsidiaries or (ii) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in under Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries6.07.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall Parent will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries 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 of Parent to: (1i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company Parent or any other Restricted Subsidiary; (2ii) pay any Indebtedness indebtedness owed to the Company Parent or any other Restricted Subsidiary; (3iii) make loans or advances to the Company Parent or any other Restricted Subsidiary; or (4iv) transfer any of its property or assets to the Company Parent or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1i) existing on the Closing Date in this Agreement, the other Loan Documents or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided, however, provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements replacements, taken as a whole, are no less favorable in any material respect to the Holders Lenders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (2ii) contained in the terms of any Indebtedness 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 default with respect to a financial covenant contained in such Indebtedness or agreement and such encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined by Parent) and Parent determines that any such encumbrance or restriction will not materially affect the Borrower’s ability to make principal or interest payments on the Loans; (iii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iv) existing with respect to any Person or the property or assets of such Person acquired by the Company Parent or any Restricted SubsidiarySubsidiary of Parent, 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 acquiredacquired and as the same may be amended, and any extensionsmodified, renewals restated, renewed, supplemented, refunded, replaced or refinanced; provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements of such encumbrances or restrictions; providedrefinancings, howevertaken as a whole, that the encumbrances and restrictions in any such extensions, renewals or replacements are no less favorable in any material respect to the Holders Lenders than those encumbrances or restrictions that are then in effect and that are being extendedso amended, renewed modified, restated, renewed, supplemented, refunded, replaced or replacedrefinanced; (4v) in the case of clause (4iv) of the first paragraph of this Section 4.05(a):6.4, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is, or is subject to, a lease, purchase mortgage obligation, construction financing agreement, license, conveyance or contract or similar property or asset;, including, without limitation, customary non-assignment provisions in leases, Purchase Money Obligations and other similar agreements, in each case with respect to the property or assets subject thereto, (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 Parent or any Restricted Subsidiary of Parent not otherwise prohibited by this Indenture; Agreement, 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, reduce detract from the value of property or assets of the Company Parent or any Restricted Subsidiary of Parent in any manner material to the Company Parent or any Restricted Subsidiary; (5vi) with respect to a Restricted Subsidiary of Parent 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 SubsidiarySubsidiary of Parent; or (6vii) contained imposed by customary provisions in joint venture agreements and similar agreements that restrict the transfer of the interest in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 the Company’s ability to make principal or interest payments on the Notesjoint venture. Nothing contained in this Section 4.05 6.4 shall prevent the Company Parent or any Restricted Subsidiary from: of Parent from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 6.7 or (2) restricting the sale or other disposition of property or assets of the Company Parent or any of its Restricted Subsidiaries that secure Indebtedness of the Company Parent or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any Restricted 55 49 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: to (1i) 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; , (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1i) 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, however, 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; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iii) 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 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 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, reduce 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; (5v) 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; oror 56 50 (6vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: if (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance a default with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 ) and (C) the Company determines on the date of the Incurrence of such Indebtedness that any such encumbrance or restriction would will not be expected to materially impair affect the Company’s '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: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall 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: (1i) 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; (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary that owns, directly or indirectly, any Capital Stock of such Restricted Subsidiary; (3iii) make loans or advances to the Company or any other Restricted Subsidiary that owns, directly or indirectly, any Capital Stock of such Restricted Subsidiary; or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary that owns, directly or indirectly, any Capital Stock of such Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict prohibit any encumbrances or restrictions: (1i) existing on the Closing Issue Date in this Indenture or any other agreements agreement in effect on the Closing Issue Date, and any extensions, refinancings, renewals or replacements of such agreements; provided, however, 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; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iii) 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 4.06, (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 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, reduce 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 (5v) 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 (6) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 the Company’s ability to make principal or interest payments on the Notes. Nothing contained in this Section 4.05 4.06 shall prevent the Company or any Restricted Subsidiary from: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2i) 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 (ii) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.09 of the March 1997 Senior Notes Indenture as in effect on the Deemed Closing Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary 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 a Receivables Subsidiary) to: (1) 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 SubsidiarySubsidiary (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to the dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); (2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; (3) make loans or advances to the Company or any other Restricted SubsidiarySubsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (43) repay any Indebtedness owed to the Company or any other Restricted Subsidiary or transfer any of its property or assets to the Company or any other Restricted SubsidiarySubsidiary (it being understood that such transfers shall not include any type of transfer described in clauses (1) or (2) above or in this clause (3)). (b) The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1) existing on the Closing Date in the Credit Agreement, the Indenture, the Existing Notes Indenture or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided, however, 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; (2) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company applicable rule, regulation or any Restricted Subsidiaryorder; (3) that are customary non-assignment provisions in contracts, agreements, leases, permits and licenses; (4) that are purchase money obligations for property acquired and Capitalized Lease Obligations that impose restrictions on the property purchased or leased; (5) 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, acquired and any extensions, refinancings, renewals or replacements of such encumbrances or restrictionsthereof; provided, however, 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; (46) in the case of clause (43) of the first paragraph of this Section 4.05(a):4.08: (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 normal course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, reduce 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 (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (57) 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; (6) 8) relating to a Subsidiary Guarantor and contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 CompanyCompany in good faith); and (CB) the Company determines on the date of the Incurrence of such Indebtedness that any such encumbrance or restriction would will not be expected to materially impair affect the Company’s ability to make principal or interest payments on the Notes; (9) arising from customary provisions in joint venture agreements and other similar agreements; (10) existing in the documentation governing any Permitted Securitization or Permitted Factoring Program; or; (11) contained in any agreement governing Indebtedness permitted under clause (8) of the second paragraph of part (a) of Section 4.09. Nothing contained in this Section 4.05 4.08 shall prevent the Company or any Restricted Subsidiary from: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 4.12 or (2) 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. (a) The Except as provided in Section 4.09(b), the Company shall will not, and shall will not permit any Restricted Subsidiary to, 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: (1i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock Equity Interests of such the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary;, (2ii) pay any Indebtedness Debt or other obligation owed to the Company or any other Restricted Subsidiary;, (3iii) make loans or advances to the Company or any other Restricted Subsidiary; , or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) The provisions of Section 4.05(a4.09(a) shall do not restrict apply to any encumbrances or restrictions: (1i) existing on the Closing Issue Date in agreements governing the U.S. Credit Facility, the Iceland Credit Facility, this Indenture or any other agreements in effect on the Closing Issue Date, and any extensions, refinancingsrenewals, renewals replacements or replacements refinancings of such agreementsany of the foregoing or of any subsequent extension, renewal, replacement or refinancing thereof; provided, however, provided that the encumbrances and restrictions in any such extensionsthe extension, refinancingsrenewal, renewals replacement or replacements are refinancing are, taken as a whole, no less favorable more adverse in any material respect to the Holders Noteholders than those the encumbrances or restrictions that are then in effect and that are being extended, renewed, replaced or refinanced, renewed or replaced; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iii) existing existing (A) with respect to any Person Person, or with respect to any property or assets, at the time the Person, property or assets of such Person are acquired by the Company or any Restricted Subsidiary, existing or (B) with respect to any Unrestricted Subsidiary at the time of such acquisition and not incurred in contemplation thereofit is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions (x) are not applicable to any other Person or the property or assets of any other Person other than such Person or the property or assets and (y) were not put in place in anticipation of such Person so acquired, event; and any extensions, renewals renewals, replacements or replacements refinancings of such encumbrances any of the foregoing, or restrictions; providedof any subsequent extension, howeverrenewal, that replacement or refinancing thereof, provided the encumbrances and restrictions in any such extensionsthe extension, renewals renewal, replacement or replacements are refinancing are, taken as a whole, no less favorable more adverse in any material respect to the Holders Noteholders than those the encumbrances or restrictions that are then in effect and that are being extended, renewed renewed, replaced or replacedrefinanced; (4) in the case of clause (4iv) of the type described in Section 4.05(a):4.09(a)(iv) arising or agreed to (A) in the ordinary course of business that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, lease or license, conveyance or contract or similar property or asset;, (B) existing with respect to any assets comprising a Permitted Business in which the Company or any Restricted Subsidiary has ownership of an undivided interest, pursuant to the agreements under which such interest is owned or maintained, including, without limitation, options, put and call arrangements, rights of first refusal and similar rights, provided that such restrictions are consistent with the Company’s past practice, or (C) by virtue of any transfer ofPermitted Lien on, or agreement to transfer, option or similar 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 businessof, not relating to any Indebtedness, and that do not, individually or in the aggregate, reduce the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; (5v) 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 ofof the Restricted Subsidiary that is permitted by this Indenture; (vi) on the ability of Restricted Subsidiaries to consummate transactions of the type described in Sections 4.09(a)(i), (ii), (iii) or (iv) provided for by any credit agreement or security document relating to Debt permitted to be incurred under this Indenture; provided that such Restricted Subsidiaryrestrictions are not more restrictive than the restrictions contained in this Indenture or the U.S. Credit Facility; (vii) required pursuant to Section 4.06(b)(iii); (viii) imposed on any Joint Venture pursuant to customary limitations contained in the constituent documents and agreements governing such Joint Venture; or (6ix) contained in the terms of existing under any Indebtedness credit agreement or any agreement security document relating to Debt incurred pursuant to which such Indebtedness was issued if: Sections 4.06(b)(ii), (Ab)(xi) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (iib)(xii) is contained or Permitted Refinancing Debt in a Credit Agreement; respect thereof; provided that (Ba) such restrictions apply only to the encumbrance or restriction Persons Incurring such Debt (including Guarantees thereof) and their Subsidiaries, (b) such Debt is not materially more disadvantageous to Guaranteed by the Holders Company (except as permitted thereby) and (c) as determined in good faith by the Board of Directors of the Notes than is customary in comparable financings (as determined by Company, such encumbrances and restrictions would not, at the Company); and (C) the Company determines on the date of the Incurrence of such Indebtedness that any such encumbrance or restriction would not time agreed to, be expected to materially impair adversely affect the Company’s ability of the Company to make principal or interest payments on the Notes. Nothing contained in . (c) For purposes of determining compliance with this Section 4.05 shall prevent 4.09, the subordination of loans or advances made to the Company or a Restricted Subsidiary to other Debt incurred by the Company or any such Restricted Subsidiary from: (1) creating, incurring, assuming shall not be deemed to encumber or suffering restrict the ability to exist pay any Liens otherwise permitted in Section 4.09 or (2) restricting the sale Debt or other disposition of property obligation owed to, or assets of to make loans and advances to, 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. (a) The Company shall not, and shall 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: (1) 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; (2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; (3) make loans or advances to the Company or any other Restricted Subsidiary; or (4) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) The provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1) existing on the Reference Closing Date or any other agreements in effect on the Reference Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided, however, 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; (2) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary; (3) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted SubsidiarySubsidiary after the Reference Closing Date, 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4) in the case of clause (4) of Section 4.05(a): (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, reduce the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; (5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; or (6) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 (or on the Closing Date in the case of any Indebtedness Incurred after the Reference Closing Date and on or prior to the Closing Date) that any such encumbrance or restriction would not be expected to materially impair 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: (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall So long as any of the Securities are outstanding, Holdings will not, and shall 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: to (1i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock capital stock of such Restricted Subsidiary owned by the Company Holdings or any other Restricted Subsidiary; , (2ii) pay any Indebtedness owed to the Company Holdings or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company Holdings or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer transfer, subject to certain exceptions, any of its property or assets to the Company Holdings or any other Restricted Subsidiary. (b) The provisions of Section 4.05(a) . This covenant shall not restrict or prohibit any encumbrances or restrictionsrestrictions existing: (1i) existing on in the Closing Date Silgan Credit Agreement, the Silgan Notes, the Discount Debentures (including any agreement pursuant to which the Silgan Notes or the Discount Debentures were issued) or any other agreements in effect on the Closing Datedate hereof, and any including extensions, refinancings, renewals or replacements of such agreementsthereof; provided, however, 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; (2ii) existing under or by reason of applicable law law, rule or required by any regulatory authority having jurisdiction over regulation (including, without limitation, applicable currency control laws and applicable state corporate statutes restricting the Company or any Restricted Subsidiarypayment of dividends in certain circumstances); (3iii) existing with respect to any Person or the property or assets of such Person acquired by the Company Holdings or any Restricted Subsidiary, Subsidiary and existing at the time of such acquisition and not incurred in contemplation thereofacquisition, 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, however, 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; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 4.5, (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 Holdings or any Restricted Subsidiary not otherwise prohibited by this Indenture; or Indenture or (C) 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, reduce detract from the value of the property or assets of the Company Holdings or any Restricted Subsidiary in any manner material to the Company Holdings or any such Restricted Subsidiary;; or (5v) with respect to a any 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 capital stock of, or property and assets of, such Restricted Subsidiary; or (6) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 the Company’s ability to make principal or interest payments on the Notes. Nothing contained in this Section 4.05 4.5 shall prevent the Company Holdings or any Restricted Subsidiary from: (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) from restricting the sale or other disposition of property or assets of the Company Holdings or any of its Restricted Subsidiaries that secure Indebtedness of the Company Holdings or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall 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: (1) 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;, (2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary;, (3) make loans or advances to the Company or any other Restricted Subsidiary; Subsidiary or (4) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1i) 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, however, 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 of the Notes than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iii) 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 asset of such Person so acquired, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4iv) in the case of clause (4) of part (a) of this Section 4.05(a): 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 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, reduce 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; (5v) 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; (6vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance a default with respect to a financial covenant contained in such any Indebtedness or agreement; or (ii) 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); Company in good faith) and (C) the Company determines on the date of the Incurrence of such Indebtedness that any such encumbrance or restriction would will not be expected to materially impair affect the Company’s 's ability to make principal or interest payments on the Notes; or (vii) contained in the terms of any Indebtedness of any Restricted Subsidiary of the Company that is a Foreign Subsidiary or any agreement pursuant to which such Indebtedness was issued if: (A) 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 in good faith) and (B) the Company determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes; or (viii) restrictions or encumbrances imposed at the request of joint venture partners, provided that such joint venture is engaged in a Permitted Business. Nothing contained in this Section 4.05 shall prevent the Company or any of its Restricted Subsidiary from: Subsidiaries from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall So long as any of the Notes are Outstanding, Issuer will not, and shall will not permit any Restricted Subsidiary Person 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 Person to: (1i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary Person owned by the Company Parent or any other Restricted SubsidiaryPerson; (2ii) pay any Indebtedness indebtedness owed to the Company Parent or any other Restricted SubsidiaryPerson; (3iii) make loans or advances to the Company Parent or any other Restricted SubsidiaryPerson; or (4iv) transfer any of its property or assets to the Company Parent or any other Restricted Subsidiary. (b) Person. The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1i) existing on the Closing Date in this Indenture, the Collateral Documents or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided, however, provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements replacements, taken as a whole, are no less favorable in any material respect to the Holders of the Notes than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (2ii) contained in the terms of any Indebtedness 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 default with respect to a financial covenant contained in such Indebtedness or agreement and such encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Issuer) and the Issuer determines that any such encumbrance or restriction will not materially affect the Issuer’s ability to make principal or interest payments on the Notes; (iii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iv) existing with respect to any Person or the property or assets of such Person acquired by 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 acquiredacquired and as the same may be amended, and any extensionsmodified, renewals restated, renewed, supplemented, refunded, replaced or refinanced; provided that such amendments, modifications, restatements, renewals, supplements, refundings, replacements of such encumbrances or restrictions; providedrefinancings, howevertaken as a whole, that the encumbrances and restrictions in any such extensions, renewals or replacements are no less favorable in any material respect to the Holders of the Notes than those encumbrances or restrictions that are then in effect and that are being extendedso amended, renewed modified, restated, renewed, supplemented, refunded, replaced or replacedrefinanced; (4v) in the case of clause (4iv) of the first paragraph of this Section 4.05(a):10.13, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is, or is subject to, a lease, purchase mortgage obligation, construction financing agreement, license, conveyance or contract or similar property or asset;, including, without limitation, customary non-assignment provisions in leases, Purchase Money Obligations and other similar agreements, in each case with respect to the property or assets subject thereto, (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 Person 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, reduce detract from the value of property or assets of the Company or any Restricted Subsidiary Person in any manner material to the Company or any Restricted SubsidiaryPerson; (5vi) with respect to a Restricted Subsidiary Person 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 SubsidiaryPerson; or (6vii) contained imposed by customary provisions in joint venture agreements and similar agreements that restrict the transfer of the interest in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 the Company’s ability to make principal or interest payments on the Notesjoint venture. Nothing contained in this Section 4.05 10.13 shall prevent the Company or any Restricted Subsidiary from: Person from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 10.16 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries Person that secure Indebtedness of the Company or any of its Restricted SubsidiariesPerson.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Borrower shall not, and shall 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: (1i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company Borrower or any other Restricted Subsidiary; (2ii) pay any Indebtedness owed to the Company Borrower or any other Restricted Subsidiary; (3iii) make loans or advances to the Company Borrower or any other Restricted Subsidiary; or (4iv) transfer any of its property or assets to the Company Borrower or any other Restricted Subsidiary. (b) The provisions of Section 4.05(a9.4(a) shall not restrict any encumbrances or restrictions: (1i) existing on the Closing Date March 17, 2010 or any other agreements in effect on the Closing DateMarch 17, 2010, and any extensions, refinancings, renewals or replacements of such agreements; provided, however, that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Term Loan B Lenders or the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company Borrower or any Restricted Subsidiary; (3iii) existing with respect to any Person or the property or assets of such Person acquired by the Company Borrower 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, however, that the encumbrances and restrictions in any such extensions, renewals or replacements are no less favorable in any material respect to the Term Loan B Lenders or the Holders than those encumbrances or restrictions that are then in effect and that are being extended, renewed or replaced; (4iv) in the case of clause (4iv) of Section 4.05(a9.4(a): (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 Borrower or any Restricted Subsidiary not otherwise prohibited by this the 2018 Senior Note 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, reduce the value of property or assets of the Company Borrower or any Restricted Subsidiary in any manner material to the Company Borrower or any Restricted Subsidiary; (5v) 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 (6vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i1) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii2) is contained in a Credit Agreement; (B) the encumbrance or restriction is not materially more disadvantageous to the Holders Term Loan B Lenders of the Notes Term Loan B Loans or the Holders than is customary in comparable financings (as determined by the CompanyBorrower); and (C) the Company Borrower determines on the date of the Incurrence of such Indebtedness that any such encumbrance or restriction would not be expected to materially impair the CompanyBorrower’s ability to make principal or interest payments on the Term Loan B Loans or the 2018 Senior Notes. Nothing contained in this Section 4.05 9.4 shall prevent the Company Borrower or any Restricted Subsidiary from: (1) creating, incurringIncurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 9.8 or (2) restricting the sale or other disposition of property or assets of the Company Borrower or any of its Restricted Subsidiaries that secure Indebtedness of the Company Borrower or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall 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: to (1i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of 49 such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary; , (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1i) existing on the Closing Date in the Credit Agreements, this Indenture or any other agreements in effect on the Closing DateDate (and upon consummation of the JSC Transaction, existing on the JSC Transaction Date in the JSC Credit Agreement or any other agreements in effect on the JSC Transaction Date under which JSC or any of its Subsidiaries is a party or any of their assets are bound), and any extensions, refinancings, renewals or replacements of such agreementsany of the foregoing; provided, however, PROVIDED that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no not materially less favorable in any material respect taken as a whole to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iii) 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4iv) in the case of clause (4iv) of Section 4.05(a): the first paragraph of this SECTION 4.05, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; , (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture; or 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, reduce detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any and its Restricted SubsidiarySubsidiaries taken as a whole; (5v) 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; (6vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance customary provisions with respect to a financial covenant contained the disposition or distribution of assets or property in such Indebtedness or agreement; or (ii) is contained joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in a Credit Agreementthe ordinary course of business; (Bvii) any agreement or instrument governing Indebtedness (whether or not outstanding) of any Foreign Subsidiary of the encumbrance Company permitted to be incurred pursuant to clause (x) under SECTION 4.03 so long as (1) such agreement or restriction instrument is not materially 50 applicable to any Person or the property or assets of any Person other than such Foreign Subsidiary or the property or assets of such Foreign Subsidiary and its Foreign Subsidiaries and (2) not more disadvantageous to than 20% of such Foreign Subsidiary's assets are located in the Holders of the Notes than is customary in comparable financings (as determined by the Company)United States; and (Cviii) the Company determines on the date any restriction in any agreement or instrument of the Incurrence of such Indebtedness that any such encumbrance or restriction would not be expected to materially impair the Company’s ability to make principal or interest payments on the Notesa Receivables Subsidiary governing a Qualified Securitization Transaction. Nothing contained in this Section SECTION 4.05 shall prevent the Company or any Restricted Subsidiary from: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section by SECTION 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall 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: to (1) 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; , (2) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3) make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (4) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1) 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, however, 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; (2) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3) 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, acquired and any extensions, refinancings, renewals or replacements of such encumbrances or restrictionsthereof; provided, however, 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; (4) in the case of clause (4) of the first paragraph of this Section 4.05(a):4.06: (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; 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, reduce 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; (5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; (6) existing under or by reason of any Indebtedness or other contractual requirement in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to the Securitization Entity or other Restricted Subsidiary that is a party to such Qualified Securitization Transaction; or (67) contained in Indebtedness permitted to be Incurred subsequent to the terms of any Indebtedness or any agreement Closing Date pursuant to which Section 4.03 herein; provided that any such Indebtedness was issued if: (A) the encumbrance encumbrances or restriction either: (i) applies only in the event of a payment default restrictions are ordinary or non-compliance customary with respect to a the type of Indebtedness Incurred (under the relevant circumstances) and that the Board of Directors or any financial covenant contained in such Indebtedness or agreement; or (ii) is contained in a Credit Agreement; (B) the encumbrance or restriction is not materially more disadvantageous to the Holders officer 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 shall not be expected to materially impair adversely affect the Company’s ability to make principal or interest payments on the Notes. Nothing contained in this Section 4.05 4.06 shall prevent the Company or any Restricted Subsidiary from: : (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or herein or (2) 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. (a) The Following the occurrence of the Termination and Release, the Company shall not, and shall 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: to (1i) 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; , (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The provisions of Section 4.05(a) foregoing provision shall not restrict or prohibit any encumbrances or restrictions: : (1i) existing on pursuant to: (A) this Indenture, the Closing Date Securities or any other agreements in effect on the Closing Date, date of the Termination and Release or in any Indebtedness containing any such encumbrance or restriction that is permitted pursuant to clause (iv) below or in any extensions, refinancings, renewals or replacements of such agreementsany of the foregoing; provided, however, 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; replaced or (2B) any agreement which imposes such encumbrances or restrictions on Persons other than Palm Shipping or any Subsidiary of Palm Shipping; 72 81 (ii) existing under any other agreement providing for the Incurrence of Indebtedness of any Restricted Subsidiary (other than Palm Shipping) that is permitted to be Incurred by Section 5.03; provided that the encumbrances and restrictions in any such agreement or in any extensions, refinancings, renewals or replacements of such agreement are no less favorable in any material respect to the Holders than those encumbrances and restrictions existing as of the date of the Termination and Release and permitted pursuant to clause (i) of this paragraph; (iii) existing under and by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary; law; (3iv) existing with respect to any Person or the property or assets of such Person (other than Palm Shipping) acquired by the Company or any Restricted Subsidiary, Subsidiary and existing at the time of such acquisition and not incurred in contemplation thereofacquisition, 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 acquired or any extensions, refinancings, renewals or replacements of such encumbrances or restrictionsthe foregoing; provided, however, 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; ; (4v) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 5.04, (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 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, reduce detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company and its Restricted Subsidiaries; or any Restricted Subsidiary; (5vi) with respect to a Restricted Subsidiary and (other than Palm Shipping), 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 all, or substantially all, of the property and assets of, such Restricted Subsidiary; or (6) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 the Company’s ability to make principal or interest payments on the Notes. Nothing contained in this Section 4.05 5.04 shall prevent the Company or any Restricted Subsidiary from: from (1) creating, incurring, assuming entering into any agreement permitting or suffering to exist any providing for the incurrence of Liens otherwise permitted in Section 4.09 or 5.02, (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness (other than the Securities) of the Company or any of its Restricted SubsidiariesSubsidiaries or (3) amending, modifying 73 82 or supplementing any charter or similar arrangement between Palm Shipping and a vessel-owning Subsidiary of the Company (other than the Charters) solely (A) to lower the rates paid by Palm Shipping to such vessel-owning Subsidiary under such charter or similar arrangement or (B) to increase the rates paid by Palm Shipping to such vessel-owning Subsidiary under such charter or similar arrangement to the extent required to service (x) Indebtedness for money borrowed, Incurred in good faith (as determined by the Board of Directors) and not with the purpose of evading the requirements of this covenant, in connection with the financing or the refinancing of Indebtedness of such Subsidiary and (y) expenses incurred by such Subsidiary in the ordinary course of business.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall WCI will not, and shall 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: (1i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company WCI or any other Restricted Subsidiary; (2ii) pay any Indebtedness owed to the Company WCI or any other Restricted Subsidiary that owns, directly or indirectly, any Capital Stock of such Restricted Subsidiary; (3iii) make loans or advances to the Company WCI or any other Restricted Subsidiary that owns, directly or indirectly, any Capital Stock of such Restricted Subsidiary; or (4iv) transfer any of its property or assets to the Company WCI or any other Restricted Subsidiary that owns, directly or indirectly, any Capital Stock of such Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict prohibit any encumbrances or restrictions: (1i) existing on the Closing Date in this Indenture or any other agreements agreement in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided, however, 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; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iii) existing with respect to any Person or the property or assets of such Person acquired by the Company WCI 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 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 WCI or any Restricted Subsidiary not otherwise prohibited by this Indenture; or 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, reduce detract from the value of property or assets of the Company WCI or any Restricted Subsidiary in any manner material to the Company WCI or any Restricted Subsidiary;; or (5v) 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 (6) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 the Company’s ability to make principal or interest payments on the Notes. Nothing contained in this Section 4.05 shall prevent the Company WCI or any Restricted Subsidiary from: from (1i) restricting the sale or other disposition of property or assets of WCI or any of its Restricted Subsidiaries that secure Indebtedness of WCI or any of its Restricted Subsidiaries or (ii) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in under Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries4.09.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall 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: to (1i) 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; , (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: : (1i) 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 renewals, substitutions or replacements of such agreements; provided, however, provided that the encumbrances and restrictions in any such modifications, extensions, refinancings, renewals 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 renewed, substituted or replaced; ; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary; law; (3iii) 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 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 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, reduce 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; ; (5v) 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 or (6vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: if (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance a default with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 ) and (C) the Company determines on the date of the Incurrence of such Indebtedness that any such encumbrance or restriction would will not be expected to materially impair affect the Company’s '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: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall 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: to (1i) 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; , (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: : (1i) 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 renewals, substitutions or replacements of such agreements; provided, however, provided that the encumbrances and restrictions in any such modifications, extensions, refinancings, renewals 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 renewed, substituted or replaced; ; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary; law; (3iii) 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 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 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, reduce 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; ; (5v) 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 or (6vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: if (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance a default with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 ) and (C) the Company determines on the date of the Incurrence of such Indebtedness that any such encumbrance or restriction would will not be expected to materially impair affect the Company’s '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: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The So long as any of the Securities are outstanding, the Company shall not, and shall 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: (1other 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; , (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: : (1i) existing on the Closing Date herein or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided, however, 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; ; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary; law; (3iii) 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 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 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, reduce 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; ; (5v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all any or substantially all of the Capital Stock of, or property and assets of, such Restricted SubsidiarySubsidiary during the period between the execution of such agreement and the closing thereunder within three months of such execution; or (6vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to Restricted Subsidiaries in which, on and subsequent to the Closing Date, the Company and other Restricted Subsidiaries only make Investments that are evidenced by unsubordinated promissory notes that bear a financial covenant contained in reasonable rate of interest and are payable prior to the Stated Maturity of the Securities; provided that such Indebtedness or agreementencumbrances and restrictions expressly allow the payment of interest and principal on such promissory notes; or (iivii) is 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 Credit Agreement; Restricted Subsidiary; provided that such restrictions consist solely of requirements that transactions between such Restricted Subsidiaries and affiliates thereof 52 45 (Bincluding the Company and its Restricted Subsidiaries) the encumbrance or restriction be on fair and reasonable terms no less favorable to such Restricted Subsidiary than could be obtained in a comparable arm's-length transaction with a Person that is not materially more 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 the Company’s ability to make principal or interest payments on the Notesan affiliate. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall WCI will not, and shall 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: (1i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company WCI or any other Restricted Subsidiary; (2ii) pay any Indebtedness owed to the Company WCI or any other Restricted Subsidiary that owns, directly or indirectly, any Capital Stock of such Restricted Subsidiary; (3iii) make loans or advances to the Company WCI or any other Restricted Subsidiary that owns, directly or indirectly, any Capital Stock of such Restricted Subsidiary; or (4iv) transfer any of its property or assets to the Company WCI or any other Restricted Subsidiary that owns, directly or indirectly, any Capital Stock of such Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict prohibit any encumbrances or restrictions: (1i) existing on the Closing Issue Date in this Indenture or any other agreements agreement in effect on the Closing Issue Date, and any extensions, refinancings, renewals or replacements of such agreements; provided, however, 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; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iii) existing with respect to any Person or the property or assets of such Person acquired by the Company WCI 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 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 WCI or any Restricted Subsidiary not otherwise prohibited by this Indenture; or 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, reduce detract from the value of property or assets of the Company WCI or any Restricted Subsidiary in any manner material to the Company WCI or any Restricted Subsidiary;; or (5v) 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 (6) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 the Company’s ability to make principal or interest payments on the Notes. Nothing contained in this Section 4.05 shall prevent the Company WCI or any Restricted Subsidiary from: from (1i) restricting the sale or other disposition of property or assets of WCI or any of its Restricted Subsidiaries that secure Indebtedness of WCI or any of its Restricted Subsidiaries or (ii) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in under Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries4.09.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall 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: to (1i) 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; , (2ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary; , (3iii) make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (4iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) . The foregoing provisions of Section 4.05(a) shall not restrict any encumbrances or restrictions: (1i) 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, however, 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; (2ii) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiarylaw; (3iii) 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, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4iv) in the case of clause (4iv) of the first paragraph of this Section 4.05(a): 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 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, reduce 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; (5v) 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 (6vi) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: if (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance a default with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 ) and (C) the Company determines on the date of the Incurrence of such Indebtedness that any such encumbrance or restriction would will not be expected to materially impair affect the Company’s '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: from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries, including the Issuer, to, create directly or otherwise cause indirectly, create, or permit 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 Company to (1a) pay dividends or make any other distributions permitted by applicable law on any its Capital Stock of such Restricted Subsidiary owned by to the Company or any of its other Restricted Subsidiary; Subsidiaries, (2b) make loans or advances or pay any Indebtedness or other obligations owed to the Company or to any other Restricted Subsidiary; , or (3) make loans or advances to the Company or any other Restricted Subsidiary; or (4c) transfer any of its property properties or assets to the Company or to any other Restricted Subsidiary. , except encumbrances and restrictions existing under (bi) The provisions of Section 4.05(a) shall not restrict this Indenture, any encumbrances or restrictions: (1) existing on the Closing Date or any other agreements Permitted Bank Credit Facility as in effect on the Closing Date, Issue Date and any extensionsamendments, refinancingsmodifications, renewals restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements of such agreements; provided, however, that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements refinancings 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; (2) existing under or by reason of applicable law or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary; (3) existing more restrictive with respect to such dividend and other payment or transfer restrictions than those contained in the Permitted Bank Credit Facility as in effect on the Issue Date and (ii) any Person or the property or assets agreement of such a Person acquired by the Company or any a Restricted SubsidiarySubsidiary of the Company, existing which restrictions existed at the time of acquisition, were not put in place in anticipation of such acquisition 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 property, other than such the Person or any property of the property or assets of such Person so acquired, and any extensions, renewals or replacements of such encumbrances or restrictions; provided, however, 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; (4) in the case of clause (4) of Section 4.05(a): (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, reduce the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; (5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; or (6) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction either: (i) applies only in the event of a payment default or non-compliance with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) 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 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: (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.