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

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Closing Date, (ii) existing under or by reason of applicable law, (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary, (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of or property and assets of, such Restricted Subsidiary, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiary to Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to to: (ia) pay dividends or make any other distributions permitted by applicable law on any or in respect of its Capital Stock of such Restricted Subsidiary owned by the Company Stock; (b) make loans or any other Restricted Subsidiary, (ii) advances to or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, Subsidiary of the Company; or (iii) make loans or advances to the Company or any other Restricted Subsidiary or (ivc) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiary of the Company, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of: (1) applicable law and agreements with governmental authorities; (2) the Securities, this Indenture or any Guarantee thereof; (A) customary provisions restricting (1) the subletting or assignment of applicable lawor under any lease or (2) the transfer of copyrighted or patented materials, (iiiB) existing provisions in agreements that restrict the assignment or other transfer of such agreements (or property that is the subject thereof) or rights thereunder or (C) provisions of a customary nature contained in the terms of Capital Stock restricting the payment of dividends and the making of distributions on Capital Stock; (4) any agreement or instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than (a) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person), or (b) any Restricted Subsidiary having no assets other than (i) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person) and (ii) other assets having a fair market value not in excess of $5.0 million, and, in each case, the monetary proceeds thereof; (5) any agreement or instrument (A) in effect at or entered into on the Issue Date, (B) governing Secured Indebtedness, including the Credit Agreement permitted to be incurred pursuant to Section 4.04, or (C) governing Indebtedness of any Restricted Subsidiary (other than the Issuer) that is not a Guarantor; (6) any agreement or instrument governing Indebtedness incurred pursuant to clause (9) or (13) of the definition of “Permitted Indebtedness”; (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture; (8) restrictions imposed by any agreement to sell assets not in violation of this Indenture to any Person pending the closing of such sale; (9) customary rights of first refusal with respect to the Company’s and its Restricted Subsidiaries’ interests in their respective Restricted Subsidiaries (other than Wholly Owned Restricted Subsidiaries) and joint ventures; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) customary provisions in joint venture agreements and other similar agreements, applicable to joint ventures not prohibited hereunder; (12) customary provisions contained in leases, licenses and other agreements, including with respect to intellectual property, in each case, entered into in the ordinary course of business; (13) Indebtedness of a Person that was a Restricted Subsidiary at the time of incurrence and the incurrence of which Indebtedness is permitted by Section 4.04; provided that such encumbrances and restrictions apply only to such Restricted Subsidiary and its assets; and provided, further, that the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities; (14) the subordination of any Person or the property or assets of such Person acquired Indebtedness owed by the Company or any of its Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary Subsidiaries to the Company or any other Restricted Subsidiary (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary, (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of or property and assets of, such Restricted Subsidiary, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries; provided that (A) such other Indebtedness is permitted under this Indenture and (B) the Company has determined in good faith, at the time of creation of each such encumbrance or restriction, that such encumbrances and restrictions would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities; or (15) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (2), (4) or (5) of this Section 4.13(c) or any other agreement evidencing Indebtedness permitted under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement or any such other agreement (a) are not less favorable to the Company in any material respect as determined by the Company in good faith than the provisions of the Indebtedness being refinanced or (b) would not singly or in the aggregate have a materially adverse effect on the ability of the Issuer to make payments on the Securities.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary that is not a Guarantor to (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Closing Date in the Credit Agreement, the Indenture or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law, ; (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary this Section 4.05, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this the Indenture or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary, ; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of of, or property and assets of, such Restricted Subsidiary, ; or (vi) for contained in the benefit terms of any holder Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a Lien permitted under Section 4.09payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Company) and (C) the Company determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i1) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: : (i) existing on the Closing Date in the Indenture or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law, ; (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary this Section 4.05, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary, ; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of of, or property and assets of, such Restricted Subsidiary, or ; (vi) for contained in the benefit terms of any holder Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a Lien permitted under Section 4.09payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Company) and (C) the Company determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes; 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 (i1) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 hereof or (ii2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in paragraph (b) of this Section 4.09, the Company will not, and will not permit any of its Restricted Subsidiary to Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to to: (i1) 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 of its Restricted Subsidiary, (ii) Subsidiaries or pay any Indebtedness liabilities owed to the Company or any other of its Restricted Subsidiary, Subsidiaries; (iii2) make loans or advances to the Company or any other of its Restricted Subsidiary or Subsidiaries; or (iv3) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary. Subsidiaries. (b) The foregoing provisions shall of 4.09(a) do not restrict apply to any encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of or with respect to: (1) the Credit Agreement, Existing Indebtedness or any other agreements as in effect on the Issue Date; (2) applicable law, rule, regulation or order; (iii3) existing with respect to any Person or the property or assets of such a Person acquired by the Company or any of its Restricted Subsidiary, Subsidiaries existing at the time of such acquisition and not Incurred incurred in connection with or in contemplation thereofof such acquisition, which encumbrances encumbrance or restrictions are restriction is not applicable to any Person or the property properties or assets of any Person Person, other than such Person the Person, or the property or assets of such Person the Person, so acquired, ; (iv4) in the case of transfers clause (a)(3) of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary this Section 4.09: (Aa) provisions 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, ; (Bb) restrictions 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 (Cc) restrictions arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, 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, ; (v5) customary provisions with respect to a Restricted Subsidiary the disposition or distribution of assets or property in joint venture agreements and imposed pursuant to an other agreements; (6) any agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock of capital stock of, or property and assets of, such Restricted Subsidiary, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the that restricts distributions by that Restricted Subsidiary pending such sale or other disposition disposition; (7) Indebtedness of property a Foreign Subsidiary permitted to be incurred under this Indenture; provided that (a) such encumbrances or assets restrictions are ordinary and customary with respect to the type of Indebtedness being incurred and (b) such encumbrances or restrictions will not materially (in good faith by the Board of Directors of the Company) impair the Company’s ability to make principal and interest payments on the Notes; (8) this Indenture, the Notes, any Additional Notes or the Guarantees; (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries permitted to be incurred after the Issue Date pursuant to Section 4.06; provided that such restrictions will not materially (in the good faith judgment of the Board of Directors of the Company) impair the Company’s ability to make principal and interest payments on the Notes; (11) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to which the Company or any of its Restricted Subsidiaries is a party and entered into in the ordinary course of business; provided that secure Indebtedness such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of its the Company or such Restricted SubsidiariesSubsidiary or the assets or property of any other Restricted Subsidiary; (12) any instrument governing any Indebtedness or Capital Stock of a Person that is an Unrestricted Subsidiary as in effect on the date that such Person becomes a Restricted Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person who became a Restricted Subsidiary, or the property or assets of the Person who became a Restricted Subsidiary and was not entered into in contemplation of the designation of such Subsidiary as a Restricted Subsidiary; provided that, in the case of Indebtedness, the incurrence of such Indebtedness as a result of such Person becoming a Restricted Subsidiary was permitted by the terms of this Indenture; (13) purchase money obligations for property acquired and Capital Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.09 (a)(3) above, on the property so acquired; (14) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.09(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors, not materially more restrictive with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and (15) any encumbrances or restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary that are necessary or advisable to effect a Permitted Securitization Financing (as determined by the Company in good faith). For purposes of determining compliance with this Section 4.09, (i) 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 and (ii) the subordination of loans or advances made to the Company or a Restricted Subsidiary of the Company to other Indebtedness incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Closing DateEffective Date in the Credit Facility, this Indenture or any other agreements in effect on the Effective Date or contemplated by the Plan, and any extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law, ; (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary this Section 4.05, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, indebtedness and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary, ; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of of, or property and assets of, such Restricted Subsidiary, or ; (vi) for encumbrances or restrictions relating solely to Foreign Subsidiaries that support Indebtedness Incurred under clause (ix) of the benefit second paragraph of paragraph (a) of Section 4.03; or (vii) existing with respect to any holder of Unrestricted Subsidiary at the time it is designated or deemed to become a Lien permitted under Section 4.09Restricted Subsidiary. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i1) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in under Section 4.09 or (ii2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiary to Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist come into existence or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to to: (i) pay dividends or make any other distributions permitted by applicable law distribution on any its Capital Stock of such Restricted Subsidiary owned by to the Company or any other Restricted Subsidiary, , (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, , (iii) make loans or advances to the Company or any other Restricted Subsidiary or or (iv) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall . (b) However, clause (a) above will not restrict prohibit any encumbrances encumbrance or restrictions: (i) restriction created, existing on the Closing Date, (ii) existing or becoming effective under or by reason of applicable law, of: (iii1) existing any agreement (including the Senior Credit Facility) in effect on the Issue Date; (2) any agreement or instrument with respect to any a Person or that was not a Restricted Subsidiary of the property or assets of Company on the Issue Date, in existence at the time such Person acquired by becomes (or became) a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person Subsidiary or the property or assets of any Person other than such Person or the property or assets of such Person so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property properties or assets of the Company or any Restricted Subsidiary not otherwise prohibited other than such Subsidiary which is becoming a Restricted Subsidiary; (3) any agreement or instrument governing any Acquired Debt or other agreement of any Person or related to assets acquired by this Indenture or (C) arising merged into or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of consolidated with the Company or any Restricted Subsidiary Subsidiaries, so long as such encumbrance or restriction (A) was not entered into in contemplation of the acquisition, merger or consolidation transaction, and (B) is not applicable to any manner material Person, or the properties or assets of any Person, other than the Person, or the property or assets or subsidiaries of the Person, so acquired, so long as the agreement containing such restriction does not violate any other provision of this Indenture; (4) any applicable law or any requirement of any regulatory body; (5) the security documents evidencing any Liens securing obligations or Indebtedness that limit the right of the debtor to dispose of the assets subject to such Liens; provided that such Liens are permitted to be incurred under the provisions of Section 4.08; (6) provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or restrictions in licenses relating to the property covered thereby, or other encumbrances or restrictions in agreements or instruments relating to specific assets or property that restrict generally the transfers of such assets or property, provided, however, that such encumbrances or restrictions do not materially impact the ability of the Company to make payments on the Notes when due as required by the terms of this Indenture; (v7) asset sale agreements with respect to a Restricted Subsidiary asset sales permitted to be made under the provisions of Section 4.14 that limit the transfer of such assets pending the closing of such sale; (8) shareholders’, partnership, joint venture and imposed pursuant to an agreement that has been similar agreements entered into for in the sale ordinary course of business; provided, however, that such encumbrances or disposition of all restrictions do not apply to any Restricted Subsidiaries other than the applicable company, partnership, joint venture or substantially all other entity; and provided, further, however, that such encumbrances and restrictions do not materially impact the ability of the Capital Stock Company to make payments on the Notes when due as required by the terms of this Indenture; (9) cash or property and assets of, such Restricted Subsidiaryother deposits, or net worth requirements or similar requirements, imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (vi10) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets Credit Facility governing debt of the Company or any Guarantor, permitted to be incurred by Section 4.06; provided, however, that such encumbrances or restrictions are not (in the view of its Restricted Subsidiaries that secure Indebtedness the Board of Directors of the Company as expressed in a board resolution thereof) materially more restrictive, taken as a whole, than those contained in the Senior Credit Facility; (11) customary restrictions on the disposition or distribution of assets or property in agreements entered into in the ordinary course of the Oil and Gas Business of the types described in the definition of Permitted Business Investments; and (12) this Indenture, or any agreement, amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (11), or in this clause (12); provided that the terms and conditions of its Restricted Subsidiariesany such encumbrances or restrictions are no more restrictive in any material respect taken as a whole than those under or pursuant to the agreement so extended, renewed, refinanced or replaced.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in paragraph (b) of this Section 4.09, the Company will not, and will not permit any of its Restricted Subsidiary to Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to to: (i1) 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 of its Restricted Subsidiary, (ii) Subsidiaries or pay any Indebtedness liabilities owed to the Company or any other of its Restricted Subsidiary, Subsidiaries; (iii2) make loans or advances to the Company or any other of its Restricted Subsidiary or Subsidiaries; or (iv3) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary. Subsidiaries. (b) The foregoing provisions shall of 4.09(a) do not restrict apply to any encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of or with respect to: (1) the Revolving Credit Agreement, the Term Loan Agreement, Existing Indebtedness or any other agreements as in effect on the Issue Date; (2) applicable law, rule, regulation or order; (iii3) existing with respect to any Person or the property or assets of such a Person acquired by the Company or any of its Restricted Subsidiary, Subsidiaries existing at the time of such acquisition and not Incurred incurred in connection with or in contemplation thereofof such acquisition, which encumbrances encumbrance or restrictions are restriction is not applicable to any Person or the property properties or assets of any Person Person, other than such Person the Person, or the property or assets of such Person the Person, so acquired, ; (iv4) in the case of transfers clause (a)(3) of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary this Section 4.09: (Aa) provisions 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, ; (Bb) restrictions 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 (Cc) restrictions arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, 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, ; (v5) customary provisions with respect to a Restricted Subsidiary the disposition or distribution of assets or property in joint venture agreements and imposed pursuant to an other agreements; (6) any agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock of capital stock of, or property and assets of, such Restricted Subsidiary, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the that restricts distributions by that Restricted Subsidiary pending such sale or other disposition disposition; (7) Indebtedness of property a Foreign Subsidiary permitted to be incurred under this Indenture; provided that (a) such encumbrances or assets restrictions are ordinary and customary with respect to the type of Indebtedness being incurred and (b) such encumbrances or restrictions will not materially (in good faith by the Board of Directors of the Company) impair the Company’s ability to make principal and interest payments on the Notes; (8) this Indenture, the Notes, the Exchange Notes, any Additional Notes or the Guarantees; (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries permitted to be incurred after the Issue Date pursuant to Section 4.06; provided that such restrictions will not materially (in the good faith judgment of the Board of Directors of the Company) impair the Company’s ability to make principal and interest payments on the Notes; (11) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to which the Company or any of its Restricted Subsidiaries is a party and entered into in the ordinary course of business; provided that secure Indebtedness such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of its the Company or such Restricted SubsidiariesSubsidiary or the assets or property of any other Restricted Subsidiary; (12) any instrument governing any Indebtedness or Capital Stock of a Person that is an Unrestricted Subsidiary as in effect on the date that such Person becomes a Restricted Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person who became a Restricted Subsidiary, or the property or assets of the Person who became a Restricted Subsidiary and was not entered into in contemplation of the designation of such Subsidiary as a Restricted Subsidiary; provided that, in the case of Indebtedness, the incurrence of such Indebtedness as a result of such Person becoming a Restricted Subsidiary was permitted by the terms of this Indenture; (13) purchase money obligations for property acquired and Capital Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in clause (a)(3) above, on the property so acquired; and (14) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.09(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors, not materially more restrictive with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.09, (i) 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 and (ii) the subordination of loans or advances made to the Company or a Restricted Subsidiary of the Company to other Indebtedness incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Closing Date, ; (ii) existing under or by reason of applicable law, (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary, (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of or property and assets of, such Restricted Subsidiary, ; or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will shall not, and shall not permit any Restricted Subsidiary to to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to to: (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by to the Company or any other Restricted SubsidiarySubsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits; (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, ; (iii) make loans or advances to the Company or any other Restricted Subsidiary or Subsidiary; or (iv) transfer any of its property or assets Property to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict . (b) Notwithstanding clause (a) of this Section 4.16, the Company may, and may permit any Restricted Subsidiary to, directly or indirectly, create or otherwise suffer to exist or become effective such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of of: (i) agreements in effect on the Issue Date; (ii) applicable law, including rules, regulations or orders issued by any Gaming Authority; (iii) existing customary non-assignment provisions in contracts, leases or licenses entered into in the ordinary course of business; (iv) agreements in existence with respect to any Person a Restricted Subsidiary at the time it is acquired or the property so designated; provided, however, that such agreements are not entered into in anticipation or assets contemplation of such designation; (v) any agreement or other instrument of a Person whose property, assets or Capital Stock is acquired by the Company or any Restricted Subsidiary, existing Subsidiary which agreement or other instrument was in existence at the time of such acquisition and (but not Incurred created in contemplation thereof); provided that such encumbrance or restriction is not, which encumbrances or restrictions are and will not be, applicable to any Person Person, or the property properties or assets of any Person Person, other than such acquired Person and its Subsidiaries or the such property or assets, including directly-related assets, such as accessions and proceeds so acquired or leased; (vi) provisions limiting the disposition or distribution of assets or Property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements; which limitation is applicable only to the assets that are the subject of such Person so acquired, agreements; (ivvii) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (A) that restrict in a customary manner the subletting, assignment restrictions 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, to the transfer of assets secured by a Lien permitted to be Incurred pursuant to Section 4.14; (viii) purchase money obligations for Property or Lien on, any property or assets equipment acquired for use in the business of the Company or any of its Restricted Subsidiary not otherwise prohibited by this Indenture Subsidiaries and Capital Lease Obligations that impose restrictions on the Property or (C) arising equipment purchased or agreed to leased in the ordinary course of business, not relating to ; (ix) any Indebtedness, instrument governing Indebtedness represented by industrial revenue or development bonds issued by a municipality and that do not, individually or in the aggregate, detract from the value of property or assets of guaranteed by the Company or any of its Restricted Subsidiary Subsidiaries; (x) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business; (xi) any manner material restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (xii) the Credit Facilities, provided that the restrictions contained in the agreements governing such Credit Facilities are no more restrictive, taken as a whole, in the good faith judgment of the Company, than those contained in the Credit Agreement as of the Issue Date; (xiii) encumbrances or restrictions of the type referred to in clause (a)(iv) of this Section 4.16 with respect to the Master Lease or any Additional Lease and the applicable properties subject thereto; or (xiv) any encumbrances or restrictions of the type referred to in clauses (a)(i) through (iv) of this Section 4.16 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (b)(i) through (xi) of this Section 4.16; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such dividend 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. (c) For purposes of determining compliance with this Section (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to pay dividends or make other distributions on Capital Stock and (ii) the subordination of loans or advances made to the Company or any Restricted Subsidiary, (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for other Indebtedness Incurred by the sale Company or disposition of all or substantially all of the Capital Stock of or property and assets of, any such Restricted Subsidiary, Subsidiary shall not be deemed a restriction on the ability to pay indebtedness owed or to make loans or advances. (vid) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 4.16 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist granting any Liens otherwise Lien permitted in under Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries4.14.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will shall not, and shall not permit any Restricted Subsidiary to to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to to: (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by to the Company or any other Restricted SubsidiarySubsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits; (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, ; (iii) make loans or advances to the Company or any other Restricted Subsidiary or Subsidiary; or (iv) transfer any of its property or assets Property to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict . (b) Notwithstanding clause (a) of this Section 4.16, the Company may, and may permit any Restricted Subsidiary to, directly or indirectly, create or otherwise suffer to exist or become effective such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of of: (i) agreements in effect on the Issue Date; (ii) applicable law, including rules, regulations or orders issued by any Gaming Authority; (iii) existing customary non-assignment provisions in contracts, leases or licenses entered into in the ordinary course of business; (iv) agreements in existence with respect to any Person a Restricted Subsidiary at the time it is acquired or the property so designated; provided, however, that such agreements are not entered into in anticipation or assets contemplation of such designation; (v) any agreement or other instrument of a Person whose property, assets or Capital Stock is acquired by the Company or any Restricted Subsidiary, existing Subsidiary which agreement or other instrument was in existence at the time of such acquisition and (but not Incurred created in contemplation thereof); provided that such encumbrance or restriction is not, which encumbrances or restrictions are and will not be, applicable to any Person Person, or the property properties or assets of any Person Person, other than such acquired Person and its Subsidiaries or the such property or assets, including directly-related assets, such as accessions and proceeds so acquired or leased; (vi) provisions limiting the disposition or distribution of assets or Property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements; which limitation is applicable only to the assets that are the subject of such Person so acquired, agreements; (ivvii) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (A) that restrict in a customary manner the subletting, assignment restrictions 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, to the transfer of assets secured by a Lien permitted to be Incurred pursuant to Section 4.14; (viii) purchase money obligations for Property or Lien on, any property or assets equipment acquired for use in the business of the Company or any of its Restricted Subsidiary not otherwise prohibited by this Indenture Subsidiaries and Capital Lease Obligations that impose restrictions on the Property or (C) arising equipment purchased or agreed to leased in the ordinary course of business, not relating to ; (ix) any Indebtedness, instrument governing Indebtedness represented by industrial revenue or development bonds issued by a municipality and that do not, individually or in the aggregate, detract from the value of property or assets of guaranteed by the Company or any of its Restricted Subsidiary Subsidiaries; (x) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business; (xi) any manner material restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; or (xii) any encumbrances or restrictions of the type referred to in clauses (a)(i) through (iv) of this Section 4.16 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (b)(i) through (xi) of this Section 4.16; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such dividend 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. (c) For purposes of determining compliance with this Section (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to pay dividends or make other distributions on Capital Stock and (ii) the subordination of loans or advances made to the Company or any Restricted Subsidiary, (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for other Indebtedness Incurred by the sale Company or disposition of all or substantially all of the Capital Stock of or property and assets of, any such Restricted Subsidiary, Subsidiary shall not be deemed a restriction on the ability to pay indebtedness owed or to make loans or advances. (vid) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 4.16 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist granting any Liens otherwise Lien permitted in under Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries4.14.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in paragraph (b) of this Section 4.09, the Company will not, and will not permit any of its Restricted Subsidiary to Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to to: (i1) 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 of its Restricted Subsidiary, (ii) Subsidiaries or pay any Indebtedness liabilities owed to the Company or any other of its Restricted Subsidiary, Subsidiaries; (iii2) make loans or advances to the Company or any other of its Restricted Subsidiary or Subsidiaries; or (iv3) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary. Subsidiaries. (b) The foregoing provisions shall of 4.09(a) do not restrict apply to any encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of or with respect to: (1) the Revolving Credit Agreement, the Term Loan Agreement, Existing Indebtedness or any other agreements as in effect on the Issue Date; (2) applicable law, rule, regulation or order; (iii3) existing with respect to any Person or the property or assets of such a Person acquired by the Company or any of its Restricted Subsidiary, Subsidiaries existing at the time of such acquisition and not Incurred incurred in connection with or in contemplation thereofof such acquisition, which encumbrances encumbrance or restrictions are restriction is not applicable to any Person or the property properties or assets of any Person Person, other than such Person the Person, or the property or assets of such Person the Person, so acquired, ; (iv4) in the case of transfers clause (a)(3) of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary this Section 4.09: (Aa) provisions 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, ; (Bb) restrictions 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 (Cc) restrictions arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, 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, ; (v5) customary provisions with respect to a Restricted Subsidiary the disposition or distribution of assets or property in joint venture agreements and imposed pursuant to an other similar agreements; (6) any agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock of capital stock of, or property and assets of, a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending such Restricted Subsidiary, sale or other disposition; (vi7) for the benefit of any holder Indebtedness of a Lien Foreign Subsidiary permitted to be incurred under the Indenture; provided that (a) such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred and (b) such encumbrances or restrictions will not affect the Company’s ability to make principal and interest payments on the Notes, as determined in good faith by the Board of Directors of the Company; (8) the Indenture, the Notes, the Exchange Notes, any Additional Notes or the Guarantees; (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries permitted to be incurred after the Issue Date pursuant to Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from 4.06; provided that (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or such restrictions are customary for financings of such type and (ii) restricting such restrictions will not (in the sale good faith judgment of the Board of Directors) impair the Company’s ability to make principal and interest payments on the Notes; (11) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other disposition of property or assets of agreement to which the Company or any of its Restricted Subsidiaries is a party and entered into in the ordinary course of business; provided that secure Indebtedness such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of its the Company or such Restricted SubsidiariesSubsidiary or the assets or property of any other Restricted Subsidiary; (12) any instrument governing any Indebtedness or Capital Stock of a Person that is an Unrestricted Subsidiary as in effect on the date that such Person becomes a Restricted Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person who became a Restricted Subsidiary, or the property or assets of the Person who became a Restricted Subsidiary and was not entered into in contemplation of the designation of such Subsidiary as a Restricted Subsidiary; provided that, in the case of Indebtedness, the incurrence of such Indebtedness as a result of such Person becoming a Restricted Subsidiary was permitted by the terms of the Indenture; and (13) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.09(a) 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 Company’s Board of Directors, not materially more restrictive with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 4.09, (i) 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 and (ii) the subordination of loans or advances made to the Company or a Restricted Subsidiary of the Company to other Indebtedness incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (other than the Guarantor) to (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Closing Date (including the Nortel Financing Agreements) or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law, ; (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary this Section 4.05, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary, Subsidiary (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of of, or property and assets of, such Restricted Subsidiary, Subsidiary during the period between the execution of such agreement and the closing thereunder; or (vi) for contained in the benefit terms of any holder Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a Lien permitted under Section 4.09payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not more disadvantageous to the Holders of the Securities than is customary in comparable financings (as determined in good faith by the Board of Directors) and (C) the Board of Directors determines that any such encumbrance or restriction will not adversely affect the Company’s financial ability to make principal or interest payments on the Securities when due. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i1) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure secure, in a manner permitted by this Indenture, Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in paragraph (b), the Company will not, and will not permit any Restricted Subsidiary to 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 to (i1) 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, , (ii2) pay any Indebtedness Debt or other obligation owed to the Company or any other Restricted Subsidiary, , (iii3) make loans or advances to the Company or any other Restricted Subsidiary or Subsidiary, or (iv4) transfer any of its property or assets to the Company or any other Restricted Subsidiary. . (b) The foregoing provisions shall of paragraph (a) do not restrict apply to any encumbrances or restrictions: (1) (i) existing on the Closing Issue Date in the Indenture or any other agreements in effect on the Issue Date, ; or (ii) existing under imposed pursuant to an indenture, credit facility or by reason of applicable law, similar agreement governing Shared Collateral Debt; (iii2) 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 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 are not applicable to any other Person or the property or assets of any Person other than such Person Person; (3) of the type described in clause (a)(4) arising or the property or assets of such Person so acquired, (iv) agreed to in the case ordinary course of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary business (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 lease or contract license 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, 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, ; (v4) 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, the Restricted Subsidiary that is permitted by Section 4.13; (5) required pursuant to the Indenture, the Notes or the Note Guarantees or the Security Agreements; (6) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such Restricted Subsidiaryagreements; (7) customary provisions in joint venture agreements and other similar agreements, relating solely to the relevant joint venture or other similar arrangement; (vi8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) for applicable law, rule, regulation, order, approval, license, permit or similar restriction; (10) Permitted Liens that limit the benefit right of the debtor to dispose of the assets subject to such Liens; or (11) any holder encumbrances or restrictions imposed by any extensions, renewals, replacements, amendments or refinancings of the contracts, instruments or obligations referred to above in clauses (1) through (10); provided that such extensions, renewals, replacements, amendments or refinancings are not more restrictive, with respect to encumbrances or restrictions set forth in clause (a) above, taken as a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent whole, than such encumbrances and restrictions prior to such amendment or refinancing (as determined by the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiariesgood faith).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will shall not, and shall not permit any Restricted Subsidiary to create to, directly or indirectly, create, incur, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (i) pay dividends pay, directly or indirectly, dividends, in cash or otherwise, or make any other distributions permitted by applicable law distribution on any or in respect of its Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiaryinterest or participation in, or measured by, its profits, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or Subsidiary, (iv) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary (other than any customary restriction on transfers of property subject to a Lien permitted under this Indenture that would not adversely affect the Company's ability to satisfy its obligations hereunder) or (v) Guarantee any Indebtedness of the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any , except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (a) applicable law, (iiib) existing with respect to customary non-assignment provisions of any Person lease, license or the property other contract, (c) any agreement or assets other instrument of such a Person acquired by the Company or any Restricted Subsidiary, existing Subsidiary in existence at the time of such acquisition and (but not Incurred created in contemplation thereof), which encumbrances encumbrance or restrictions are restriction is not applicable to any Person Person, or the properties or assets of any Person, other than the Person, or the property or assets of any Person other than such Person or the property or assets of such Person Person, so acquired, (ivd) any existing agreement as in effect on the case of transfers Issue Date (to the extent of any property encumbrances or assets of restrictions in existence thereunder on the Issue Date), including the Credit Agreement as in effect on the Issue Date, (e) any encumbrance or restriction with respect to a Non-U.S. Restricted Subsidiary pursuant to the Company or any other an agreement relating to Indebtedness of such Non-U.S. Restricted Subsidiary permitted to be Incurred pursuant to clause (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or assetv), (Bvi), (vii), (viii), (ix), (xi), (xii) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (Cxiii) of Section 4.08(b), (f) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, business and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary Subsidiary, in each case in any manner material to the Company or any such Restricted Subsidiary, (vg) any restriction with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of or property and assets of, such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition, (h) any restriction contained in security agreement or (vi) for the benefit mortgage 66 securing Indebtedness of any holder Restricted Subsidiary to the extent such restriction restricts the transfer of the property subject to such security agreement or mortgage, (i) subordination provisions contained in any intercompany note representing Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent Note Guarantor owing to and held by the Company or any Restricted Subsidiary from Subsidiary, as contemplated by Section 4.08(b)(iv)(y), and (j) any agreement that extends, refinances, renews or replaces any agreement or other instrument described in clause (c), (d) or (e) of this Section 4.16(a), which is not more restrictive or less favorable to the Noteholders than those existing under the agreement being extended, refinanced, renewed or replaced. (b) Without limiting the foregoing, the Company shall not permit Swiss Subholding to, directly or indirectly, create, incur, assume or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of Swiss Subholding to pay dividends or make distributions, loans, advances or other payments to the Company to enable the Company to pay principal of the Notes at their final scheduled maturity (as in effect on the Issue Date) and scheduled interest on the Notes, pursuant to the terms of the Credit Agreement or any other agreement or instrument, except for such encumbrances or restrictions permitted pursuant to clause (a), (c), (g), (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (iij) restricting the sale or other disposition of property or assets of the Company foregoing paragraph (a) (it being understood that the Credit Agreement will be permitted to prohibit any redemption, repayment or any of its Restricted Subsidiaries that secure Indebtedness acquisition of the Company or any of its Restricted SubsidiariesNotes prior to final scheduled maturity).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiary to Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to of the Company to: (i1) pay dividends or make any other distributions permitted by applicable law on any or in respect of its Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other of its Restricted Subsidiary, Subsidiaries; (iii2) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (iv3) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiary of the Company, except in each case for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of of: (a) applicable law, rule, regulation or order; (iiib) existing with respect to any Person this Indenture, the Notes and the Guarantees, if any, 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 other encumbrances or restrictions are not applicable substantially similar to the other encumbrances or restrictions contained in this Indenture, the Notes and the Guarantees, if any, taken as a whole; (c) any Person or the property or assets Credit Facility; (d) customary nonassignment provisions of any Person lease or other than such Person or the property or assets of such Person so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) arising or agreed to entered into in the ordinary course of business; (e) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not relating applicable to any IndebtednessPerson, and that do notor the properties or assets of any Person, individually other than the Person or in the aggregate, detract from the value of property properties or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary, (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of or property and assets of, such Restricted Subsidiary, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.Person so acquired;

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not permit any Restricted Subsidiary to create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Closing Date, (ii) existing under or by reason of applicable law, (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary, (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of or property and assets of, such Restricted Subsidiary, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in paragraph (b), the Company will not, and will not permit any Restricted Subsidiary to 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 to: (i1) 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, ; (ii2) pay any Indebtedness Debt or other obligation owed to the Company or any other Restricted Subsidiary, ; (iii3) make loans or advances to the Company or any other Restricted Subsidiary or Subsidiary; or (iv4) transfer any of its property or assets to the Company or any other Restricted Subsidiary. . (b) The foregoing provisions shall of paragraph (a) do not restrict apply to any encumbrances or restrictions: (i1) existing on the Closing Issue Date in the Indenture or any other agreements in effect on the Issue Date, ; (ii2) existing under or by reason of applicable law, existing (iiiA) 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 are not applicable to any other Person or the property or assets of any Person other than such Person Person; (3) of the type described in clause (a)(4) arising or the property or assets of such Person so acquired, (iv) agreed to in the case ordinary course of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary business (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 lease or contract license 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, 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, ; (v4) 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, the Restricted Subsidiary that is permitted by Section 4.13; (5) required pursuant to the Indenture, the Notes or the Note Guarantees; (6) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such Restricted Subsidiaryagreements, or customary provisions in partnership agreements, limited liability company organizational governance documents, and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar Person; (vi7) for customary provisions in joint venture agreements and other similar agreements, relating solely to the benefit relevant joint venture or other similar arrangement; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) applicable law, rule, regulation, order, approval, license, permit or similar restriction; (10) Permitted Liens that limit the right of the debtor to dispose of the assets subject to such Liens; (11) Debt, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be Incurred or issued subsequent to the Issue Date pursuant to the provisions of Section 4.06 that impose restrictions solely on the Foreign Subsidiaries party thereto or their Subsidiaries; (12) any encumbrance or restriction that restricts the subletting, assignment or transfer of any holder property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business; (13) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Debt permitted to be Incurred after the Issue Date pursuant to Section 4.06 if (A) either (x) the encumbrance or restriction applies only in the event of a Lien permitted under Section 4.09. Nothing payment default or a default with respect to a financial covenant contained in this Section 4.05 shall prevent the terms of such agreement or instrument or (y) the Company in good faith determines that such encumbrance or restriction will not cause the Company not to have the funds necessary to make principal and interest payments on the Notes when due, and (B) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings (as determined in good faith by the Company); or (14) any Restricted Subsidiary from (i) creatingencumbrances or restrictions imposed by any extensions, Incurringrenewals, assuming replacements, amendments or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets refinancings of the Company contracts, instruments or any of its Restricted Subsidiaries obligations referred to above in clauses (1) through (13); provided that secure Indebtedness of such extensions, renewals, replacements, amendments or refinancings are not more restrictive, with respect to encumbrances or restrictions set forth in clause (a) above, taken as a whole, than such encumbrances and restrictions prior to such amendment or refinancing (as determined by the Company or any of its Restricted Subsidiariesin good faith).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuers will not, and will not cause or permit any of their Restricted Subsidiary to Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to of the Issuers to: (i1) pay dividends or make any other distributions permitted by applicable law on any or in respect of their Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, Stock; (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Issuers or any other Restricted Subsidiary or of the Issuers; or (iv3) transfer any of its their property or assets to the Company Issuers or any other Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiary of the Issuers, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of of: (a) applicable law; (b) this Indenture, the Notes, the Guarantees and the Collateral Agreements; (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired, (ivc) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary clause (3) above, (A) agreements or instruments 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 Issuers or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) provisions arising or agreed to in the ordinary course of business, business not relating to any Indebtedness, and Indebtedness that do not, individually or in the aggregate, detract from the value of property or assets of the Company Issuers or any of their Restricted Subsidiary Subsidiaries or the ability of the Issuers or such Restricted Subsidiary, as the case may be, to use such property or assets, in each case in any manner material to the Company Issuers or any of their Restricted SubsidiarySubsidiaries; (d) any agreement or instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (ve) agreements or instruments existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (f) provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any Capital Stock of a Person other than on a pro rata basis; (g) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (i) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (j) restrictions contained in the terms of the Purchase Money Indebtedness or Capitalized Lease Obligations not incurred in violation of this Indenture; provided that such restrictions relate only to the property financed with such Indebtedness; (k) restrictions in other Indebtedness incurred in compliance with Section 4.08; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Company's Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clauses (b), (e) and (f) above; (l) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business; (m) restrictions on the ability of any Foreign Restricted Subsidiary and imposed to make dividends or other distributions resulting from the operation of covenants contained in documentation governing Indebtedness of such Subsidiary permitted under this Indenture; and (n) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (b), (d) or (e) above; provided, however, that has been entered into for the sale provisions relating to such encumbrance or disposition restriction contained in any such Indebtedness are no less favorable to the Issuers in any material respect as determined by the Board of all or substantially all Directors of the Capital Stock of Company in its reasonable and good faith judgment than the provisions relating to such encumbrance or property and assets ofrestriction contained in agreements referred to in such clause (b), such Restricted Subsidiary, (d) or (vi) for the benefit of any holder of a Lien permitted under Section 4.09e). Nothing contained in this Section 4.05 4.14 shall prevent the Company Issuers or any of their Restricted Subsidiary Subsidiaries from (i) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries4.16.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary (other than the Guarantor) to (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Closing Date (including the Nortel Financing Agreements) or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law, ; (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary this Section 4.05, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary, Subsidiary (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of of, or property and assets of, such Restricted Subsidiary, Subsidiary during the period between the execution of such agreement and the closing thereunder; or (vi) for contained in the benefit terms of any holder Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a Lien permitted under Section 4.09payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not more disadvantageous to the Holders of the Securities than is customary in comparable financings (as determined in good faith by the Board of Directors) and (C) the Board of Directors determines that any such encumbrance or restriction will not adversely affect the Company's financial ability to make principal or interest payments on the Securities when due. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i1) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure secure, in a manner permitted by this Indenture, Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiary to Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to of the Company to: (i1) pay dividends or make any other distributions permitted by applicable law on any or in respect of its Capital Stock of such Restricted Subsidiary owned by the Company Stock; (2) make loans or any other Restricted Subsidiary, (ii) advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, Subsidiary of the Company; or (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv3) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiary of the Company, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of of: (a) applicable law; (b) this Indenture, the other Indenture Documents and the Intercreditor Agreement; (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired, (ivc) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary clause (3) above, (A) agreements or instruments 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) provisions arising or agreed to in the ordinary course of business, business not relating to any Indebtedness, and Indebtedness that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any of its Restricted Subsidiary Subsidiaries or the ability of the Company or such Restricted Subsidiary, as the case may be, to use such property or assets, in each case in any manner material to the Company or any of its Restricted SubsidiarySubsidiaries; (d) any agreement or instrument governing Acquired Indebtedness, (v) with respect which encumbrance or restriction is not applicable 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 Subsidiaryany Person, or (vi) for the benefit properties or assets of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent Person, other than the Company Person or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property properties or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.Person so acquired;

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Closing DateEffective Date in the Credit Facility, this Indenture or any other agreements in effect on the Effective Date or contemplated by the Plan, and any extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law, ; (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary this Section 4.05, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, indebtedness and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary, ; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of of, or property and assets of, such Restricted Subsidiary, or ; (vi) for encumbrances or restrictions relating solely to Foreign Subsidiaries that support Indebtedness incurred under clause (ix) of the benefit second paragraph of paragraph (a) of Section 4.03; (vii) existing with respect to any holder of Unrestricted Subsidiary at the time it is designated or deemed to become a Lien permitted under Restricted Subsidiary or (viii) with respect only to DSI, imposed pursuant to an agreement governing the Indebtedness incurred pursuant to Section 4.094.03(a)(ix). Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i1) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in under Section 4.09 or (ii2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will shall not, and shall not permit any Restricted Subsidiary to create to, directly or indirectly, create, incur, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (i) pay dividends pay, directly or indirectly, dividends, in cash or otherwise, or make any other distributions permitted by applicable law distribution on any or in respect of its Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiaryinterest or participation in, or measured by, its profits, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or Subsidiary, (iv) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary (other than any customary restriction on transfers of property subject to a Lien permitted under this Indenture that would not adversely affect the Company's ability to satisfy its obligations hereunder) or (v) Guarantee any Indebtedness of the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any , except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (a) applicable law, (iiib) existing with respect to customary non-assignment provisions of any Person lease, license or the property other contract, (c) any agreement or assets other instrument of such a Person acquired by the Company or any Restricted Subsidiary, existing Subsidiary in existence at the time of such acquisition and (but not Incurred created in contemplation thereof), which encumbrances encumbrance or restrictions are restriction is not applicable to any Person Person, or the properties or assets of any Person, other than the Person, or the property or assets of any Person other than such Person or the property or assets of such Person Person, so acquired, (ivd) any existing agreement as in effect on the case of transfers Issue Date (to the extent of any property encumbrances or assets of restrictions in existence thereunder on the Issue Date), including the Credit Agreement as in effect on the Issue Date, (e) any encumbrance or restriction with respect to a Non-U.S. Restricted Subsidiary pursuant to the Company or any other an agreement relating to Indebtedness of such Non-U.S. Restricted Subsidiary permitted to be Incurred pursuant to clause (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or assetv), (Bvi), (vii), (viii), (ix), (xi), (xii) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (Cxiii) of Section 4.08(b), (f) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, business and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary Subsidiary, in each case in any manner material to the Company or any such Restricted Subsidiary, (vg) any restriction with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of or property and assets of, such Restricted SubsidiarySubsidiary pending the closing of such sale or disposition, (h) any restriction contained in security agreement or (vi) for the benefit mortgage securing Indebtedness of any holder Restricted Subsidiary to the extent such restriction restricts the transfer of the property subject to such security agreement or mortgage, (i) subordination provisions contained in any intercompany note representing Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent Note Guarantor owing to and held by the Company or any Restricted Subsidiary from Subsidiary, as contemplated by Section 4.08(b)(iv)(y), and (j) any agreement that extends, refinances, renews or replaces any agreement or other instrument described in clause (c), (d) or (e) of this Section 4.16(a), which is not more restrictive or less favorable to the Noteholders than those existing under the agreement being extended, refinanced, renewed or replaced. (b) Without limiting the foregoing, the Company shall not permit Swiss Subholding to, directly or indirectly, create, incur, assume or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of Swiss Subholding to pay dividends or make distributions, loans, advances or other payments to the Company to enable the Company to pay principal of the Notes at their final scheduled maturity (as in effect on the Issue Date) and scheduled interest on the Notes, pursuant to the terms of the Credit Agreement or any other agreement or instrument, except for such encumbrances or restrictions permitted pursuant to clause (a), (c), (g), (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (iij) restricting the sale or other disposition of property or assets of the Company foregoing paragraph (a) (it being understood that the Credit Agreement will be permitted to prohibit any redemption, repayment or any of its Restricted Subsidiaries that secure Indebtedness acquisition of the Company or any of its Restricted SubsidiariesNotes prior to final scheduled maturity).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and shall not permit any of the Restricted Subsidiary to Subsidiaries of the Company to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to (i) pay dividends or make any other distributions permitted by applicable law on any its Capital Stock of such Restricted Subsidiary owned by the Company Stock, or any other Restricted Subsidiary, (ii) pay any Indebtedness Indebtedness, owed to the Company or any other of its Restricted SubsidiarySubsidiaries, (iiiii) make loans or advances to any Investment in the Company or any other of its Restricted Subsidiary or Subsidiaries, (iviii) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary. The foregoing provisions shall not restrict Subsidiaries or (iv) guarantee any Indebtedness of the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of (A) applicable law, (iiiB) existing with respect any instrument governing Acquired Indebtedness permitted to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, be incurred under Section 4.9 which encumbrances or restrictions are not applicable to any Person or the property properties or assets of any Person Person, other than such the Person so acquired or its Subsidiaries, or the property or assets of such the Person so acquiredacquired or its Subsidiaries, (iv) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary, (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of or property and assets of, such Restricted Subsidiary, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.restrictions

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuers will not, and will not cause or permit any of their Restricted Subsidiary to Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to of the Issuers to: (i1) pay dividends or make any other distributions permitted by applicable law on any or in respect of their Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, Stock; (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Issuers or any other Restricted Subsidiary or of the Issuers; or (iv3) transfer any of its their property or assets to the Company Issuers or any other Restricted Subsidiary. The foregoing provisions shall not restrict any Subsidiary of the Issuers, except for such encumbrances or restrictions: (i) existing on the Closing Date, (ii) restrictions existing under or by reason of of: (a) applicable law; (b) this Indenture, the Notes, the Guarantees and the Collateral Agreements; (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired, (ivc) in the case of transfers of any property or assets of a Restricted Subsidiary to the Company or any other Restricted Subsidiary clause (3) above, (A) agreements or instruments 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 Issuers or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) provisions arising or agreed to in the ordinary course of business, business not relating to any Indebtedness, and Indebtedness that do not, individually or in the aggregate, detract from the value of property or assets of the Company Issuers or any of their Restricted Subsidiary Subsidiaries or the ability of the Issuers or such Restricted Subsidiary, as the case may be, to use such property or assets, in each case in any manner material to the Company Issuers or any of their Restricted SubsidiarySubsidiaries; (d) any agreement or instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (ve) the Senior Secured Facilities and other agreements or instruments existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (f) provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to any Capital Stock of a Person other than on a pro rata basis; (g) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (i) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (j) restrictions contained in the terms of the Purchase Money Indebtedness or Capitalized Lease Obligations not incurred in violation of this Indenture; provided that such restrictions relate only to the property financed with such Indebtedness; (k) restrictions in other Indebtedness incurred in compliance with Section 4.08; provided that such restrictions, taken as a whole, will not materially affect the Company’s ability to make anticipated principal or interest payments on the Notes (as determined in good faith by senior management or the Board of Directors of the Company); (l) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business; (m) restrictions on the ability of any Foreign Restricted Subsidiary to make dividends or other distributions resulting from the operation of covenants contained in documentation governing Indebtedness of such Subsidiary permitted under this Indenture; (n) customary non-assignment provisions in leases, licenses and other contracts entered into in the ordinary course of business and consistent with past practices, (o) the issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant Section 4.08 hereof and the terms of such Preferred Stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or make or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Capital Stock); (p) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (q) encumbrances or restrictions contained in Interest Swap Agreements and Currency Agreements permitted from time to time under this Indenture; (r) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (s) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (b), (d) or (e) above; provided, however, that has been entered into for the sale provisions relating to such encumbrance or disposition restriction contained in any such Indebtedness are no less favorable to the Issuers in any material respect as determined by the Board of all or substantially all Directors of the Capital Stock of Company in its reasonable and good faith judgment than the provisions relating to such encumbrance or property and assets ofrestriction contained in agreements referred to in such clause (b), such Restricted Subsidiary, (d) or (vi) for the benefit of any holder of a Lien permitted under Section 4.09e). Nothing contained in this Section 4.05 4.14 shall prevent the Company Parent, the Issuers or any of their respective Restricted Subsidiary Subsidiaries from (i) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries4.16.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: : (i) existing on the Closing Date in this Indenture or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; PROVIDED that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law, ; (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary this Section 4.05, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary, ; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of of, or property and assets of, such Restricted Subsidiary, or ; (vi) for contained in the benefit terms of any holder Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a Lien permitted under Section 4.09payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Company) and (C) the Company determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes; 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 (i1) creating, Incurringincurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 hereof or (ii2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary or (iv) transfer any of its property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Closing Date in the Credit Facility, this Indenture or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law, ; (iii) existing with respect to any Person or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired, ; (iv) in the case of transfers clause (iv) of any property or assets the first paragraph of a Restricted Subsidiary to the Company or any other Restricted Subsidiary this Section 4.05, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary, ; (v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of of, or property and assets of, such Restricted Subsidiary, or (vi) for the benefit of any holder of a Lien permitted under Section 4.09. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (i) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.such