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, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; (2) this Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements (other than the Bank Facility) existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date or as amended in a manner that is not more disadvantageous to the Holders in any material respect than the agreement existing on the Issue Date; (6) the Bank Facility; provided, however, that, -------- ------- except during a period when an event of default under the Bank Facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of such Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (7) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above; (8) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (9) secured Indebtedness otherwise permitted to be incurred pursuant to Section 5.12 and Section 5.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) any credit facility or similar agreement entered into in accordance with clause (xv) of the definition of "Permitted Indebtedness"; provided, however, that, except during a period when an event of default under -------- ------- such credit facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of any Foreign Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (12) customary provisions in joint venture agreements; or (13) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12) above; provided, however, that the provisions relating to such encumbrance or -------- ------- restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Garden State will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company Garden State to (ai) pay dividends or make any other distributions on or in respect of its Capital Stock; Stock or pay any Debt owed to Garden State or a Restricted Subsidiary of Garden State, (bii) make loans or advances to Garden State or to pay any Indebtedness or other obligation owed to the Company or any other a Restricted Subsidiary of the Company; Garden State or (ciii) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the CompanyGarden State, except for such encumbrances or restrictions existing under or by reason of: of (1A) applicable law; law or provisions in effect on the Issue Date, (2B) this the Indenture; , (3C) agreements existing on the Issue Date, (D) the Garden State Credit Facility, the Senior Subordinated Secured Notes or the Notes, (E) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Garden State or a Restricted Subsidiary of the Company; Garden State (4F) any instrument governing or evidencing Acquired IndebtednessDebt of a Person at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements (other than the Bank Facility) existing on the Issue Date to the extent , PROVIDED that such Debt, and in the manner such agreements are in effect on the Issue Date encumbrance or as amended in a manner that restriction, is not more disadvantageous to the Holders incurred in connection with, or in contemplation of, such acquisition, (G) any material respect than the agreement existing on the Issue Date; (6) the Bank Facility; provided, however, that, -------- ------- except during a period when an event of default under the Bank Facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of such Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company contained in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity any Debt governing any refinancings of the Securities; (7) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature Debt described in clause (c) above; (8) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (9) secured Indebtedness otherwise permitted to be incurred pursuant to Section 5.12 and Section 5.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) any credit facility or similar agreement entered into in accordance with clause (xv) of the definition of "Permitted Indebtedness"; provided, however, that, except during a period when an event of default under -------- ------- such credit facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of any Foreign Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (12) customary provisions in joint venture agreements; or (13) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2C), (4), (5), (6), (7), (8), (9), (10), (11) or (12) above; provided, however, provided that the provisions relating to such encumbrance or -------- ------- restriction encumbrances and restrictions contained in any such Refinancing Indebtedness refinancing agreement or amendment, supplement or other modification are no not materially less favorable to the Company Noteholders than encumbrances and restrictions contained in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance agreements or restriction (H) customary restrictions on such loans, advances or transfers contained in agreements referred to in such clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12)governing Permitted Investments.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions to the Company or any other Restricted Subsidiary on its Equity Interests or in with respect of to any other interest or participation in, or measured by, its Capital Stock; (b) make loans profits, or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of Subsidiary, (b) make loans or advances to, or guarantee any Indebtedness or other obligations of, or make any Investment in, the Company; Company or any other Restricted Subsidiary, or (c) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the CompanySubsidiary, except for such encumbrances or restrictions ------ existing under or by reason of: of (1i) the Credit Facility, or any other agreement of the Company or the Restricted Subsidiaries outstanding on the Issue Date, in each case as in effect on the Issue Date, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that any such amendment, restatement, renewal, replacement or refinancing is no more restrictive in the aggregate with respect to such encumbrances or restrictions than those contained in the agreement being amended, restated, reviewed, replaced or refinanced; (ii) applicable law; (2) this Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4iii) any instrument governing Indebtedness or Equity Interests of an Acquired IndebtednessPerson acquired by the Company or any Restricted Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness was Incurred by such Acquired Person in connection with, which encumbrance as a result of or restriction is in contemplation of such acquisition); provided, however, that such encumbrances and restrictions are not applicable to the Company or any PersonRestricted Subsidiary, or the properties or assets of the Company or any PersonRestricted Subsidiary, other than the Person or the properties or assets of the Person so acquiredAcquired Person; (5iv) agreements (other than the Bank Facility) existing on the Issue Date to the extent and customary non-assignment provisions in leases entered into in the manner such agreements are in effect on the Issue Date or as amended in a manner that is not more disadvantageous to the Holders in any material respect than the agreement existing on the Issue Dateordinary course of business and consistent with past practices; (6v) the Bank Facility; provided, however, that, -------- ------- except during a period when an event of default under the Bank Facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of such Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (7) purchase money obligations Purchase Money Indebtedness for property acquired in the ordinary course of business that impose only imposes encumbrances and restrictions of on the nature described in clause (c) aboveproperty so acquired; (8) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an vi) any agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock Equity Interests or assets of such any Restricted Subsidiary; provided, however, that such encumbrances and restrictions described in this clause (9vi) secured are only applicable to such Restricted Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 4.05 to the extent applicable thereto; (vii) refinancing Indebted ness permitted under clause (g) of the second paragraph of Section 4.04; provided, however, that such encumbrances and restrictions contained in the agreements governing such Indebtedness are no more restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing; (viii) this Indenture; (ix) mortgages, pledges or other security agreements permitted under this Indenture securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; (x) Liens securing Indebtedness otherwise permitted to be incurred Incurred pursuant to Section 5.12 and Section 5.14 4.16 that limit the right of the debtor Company or any Restricted Subsidiary to dispose of the assets securing subject to such IndebtednessLiens; (10xi) restrictions on cash provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other deposits or net worth imposed by customers under contracts similar agreements entered into in the ordinary course of business; (11xii) any credit facility other security agreement, instrument or similar agreement entered into document relating to Senior Indebtedness hereafter in accordance with clause (xv) of the definition of "Permitted Indebtedness"; providedeffect, however, that, except during a period when an event of default under -------- ------- such credit facility shall have occurred and be continuing, no provided that such encumbrances or restrictions shall limit are customary in connection with such documents and that the ability terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Credit Facility as in effect on the Issue Date; (xiii) any Foreign Subsidiary agreement relating to dividenda sale and leaseback transaction or capital lease, loan, advance but only on the property subject to such transaction or otherwise transfer funds lease and only to the Company in an amount required extent that such restrictions or encumbrances are customary with respect to pay when due the scheduled interest (including Additional Interest) a sale and principal at maturity of the Securitiesleaseback transaction or capital lease; (12xiv) customary provisions in joint venture agreementsIndebtedness Incurred by Foreign Restricted Subsidiaries; or (13xv) an agreement governing Indebtedness incurred to Refinance customary restrictions imposed on the Indebtedness issued, assumed or incurred pursuant to an agreement referred to payment of dividends by a Receivables Entity in clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12) above; provided, however, that the provisions relating to such encumbrance or -------- ------- restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12)connection with a Qualified Receivables Transaction.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create create, assume or otherwise cause or permit suffer to exist or to become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on its Capital Stock to the Company or in respect any of its Capital StockRestricted Subsidiaries; (b) make loans or advances or to pay payments in respect of any Indebtedness or other obligation Debt owed to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries; or (c) transfer any of its property make loans or assets advances to the Company or any other of the Company's Restricted Subsidiaries; PROVIDED, HOWEVER, that the following restrictions shall not be prohibited pursuant to this Section 4.12: (i) those contained in this Indenture, a Bank Facility, a Warehouse Facility, and Refinancing Debt (to the extent restrictions contained in such Refinancing Debt are not more restrictive than those contained in the Debt being refinanced); (ii) consensual encumbrances or restrictions binding upon any Person at the time such Person becomes a Subsidiary of the Company, except for PROVIDED that such encumbrances or restrictions existing under are not created, incurred or by reason of: (1) applicable law; (2) this Indenture; (3) customary non-assignment provisions assumed in contemplation of any contract or any lease governing such Person becoming a leasehold interest of any Restricted Subsidiary of the CompanyCompany and do not extend to any other property of the Company or another of its Subsidiaries; (4iii) restrictions contained in security agreements permitted by this Indenture securing Debt permitted by this Indenture to the extent such restrictions restrict the transfer of assets subject to such security agreements; (iv) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets consisting of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements (other than the Bank Facility) existing on the Issue Date customary nonassignment provisions in leases to the extent and in such provisions restrict the manner such agreements are transfer of the leases; (v) any encumbrance or restriction pursuant to an agreement in effect on the Issue Date or as amended in a manner that is not more disadvantageous to the Holders in any material respect than the agreement existing on the Issue Date; or (6vi) the Bank Facility; provided, however, that, -------- ------- except during a period when an event of default under the Bank Facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of such Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (7) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above; (8) contracts for the sale of assets, including, without limitation, customary any restrictions with respect to a Subsidiary of the Company imposed pursuant to an agreement that which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (9) secured Indebtedness otherwise permitted to be incurred pursuant to Section 5.12 and Section 5.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) any credit facility or similar agreement entered into in accordance with clause (xv) of the definition of "Permitted Indebtedness"; provided, however, that, except during a period when an event of default under -------- ------- such credit facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of any Foreign Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (12) customary provisions in joint venture agreements; or (13) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12) above; provided, however, that the provisions relating to such encumbrance or -------- ------- restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuer will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (aA) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Issuer or in respect of its Capital Stock; any other Restricted Subsidiary, (bii) pay any Indebtedness or other obligations owed to the Issuer or any other Restricted Subsidiary, (iii) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Issuer or any other Restricted Subsidiary of the Company; or (civ) transfer any of its property or assets to the Company Issuer or any other Restricted Subsidiary Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Vicap Closing Date and any extensions, refinancings, renewals or replacements of any of the Companyforegoing; provided that the encumbrances and restrictions in any such extensions, except for 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) arising in connection with the Incurrence of Indebtedness after the Vicap Closing Date; provided that such encumbrances or restrictions are required in order to effect such financing and are not more restrictive on the ability of the applicable Restricted Subsidiary to make the payments, distributions, loans, advances or transfers referred to above than necessary and customarily accepted; (iii) existing under or by reason of: (1) of applicable law; (2iv) this Indenture; (3) customary non-assignment provisions existing with respect to any Person or the property or assets of any contract such Person acquired by the Issuer or any lease governing a leasehold interest of any Restricted Subsidiary and existing at the time of the Company; (4) any instrument governing Acquired Indebtednesssuch acquisition, which encumbrance encumbrances or restriction is restrictions (A) are not applicable to any Person, Person or the properties property or assets of any Person, Person other than the such Person or the properties property or assets of the such Person so acquiredacquired and (B) were not put in place in anticipation of such acquisition, and any Refinancings of any of the foregoing; (5) agreements (other than provided that the Bank Facility) existing on the Issue Date to the extent encumbrances and restrictions in the manner any such agreements Refinancings are in effect on the Issue Date or as amended in a manner that is not more disadvantageous to the Holders no less favorable in any material respect to the holders than the agreement existing on the Issue Date; (6) the Bank Facility; provided, however, that, -------- ------- except during a period when an event of default under the Bank Facility shall have occurred and be continuing, no such those encumbrances or restrictions shall limit that are then in effect and that are being Refinanced; (v) in the ability case of such Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest clause (including Additional Interestiv) and principal at maturity of the Securities; (7) purchase money obligations for property acquired preceding paragraph, arising or agreed to in the ordinary course of business (A) that impose restrictions 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 nature described Issuer or any Restricted Subsidiary not otherwise prohibited by the Indenture or (C) not relating to any Indebtedness and, in clause each of cases (cA), (B) aboveor (C), that do not, individually or in the aggregate, detract from the value of property or assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer and its Restricted Subsidiaries, taken as a whole; (8) contracts for the sale of assets, including, without limitation, customary restrictions vi) with respect to a Restricted Subsidiary or certain property or assets of 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 of, such SubsidiaryRestricted Subsidiary or such property or assets, as the case may be; (9) secured Indebtedness otherwise permitted to be incurred pursuant to Section 5.12 and Section 5.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (10vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; or (11) any credit facility or similar agreement entered into in accordance with clause (xv) of the definition of "Permitted Indebtedness"; provided, however, that, except during a period when an event of default under -------- ------- such credit facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of any Foreign Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (12viii) customary provisions in joint venture agreements; agreements and other similar agreements entered into in the ordinary course of business. Nothing contained in the preceding paragraph shall prevent the Issuer or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted by the "Limitation on Liens" covenant in Section 3.13 or (132) an agreement governing Indebtedness incurred to Refinance restricting the Indebtedness issued, assumed sale or incurred pursuant to an agreement referred to in clause (2), (4), (5), (6), (7), (8), (9), (10), (11) other disposition of property or (12) above; provided, however, that the provisions relating to such encumbrance or -------- ------- restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors assets of the Company in their reasonable and good faith judgment than Issuer or any of its Restricted Subsidiaries that secure Indebtedness of the provisions relating to such encumbrance Issuer or restriction contained in agreements referred to in such clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12)any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will Issuers shall not, and will shall not cause or permit any of its their Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company Issuers to (aa)(i) pay dividends or make any other distributions to the Issuers or any Restricted Subsidiary of the Issuers (A) on or in respect of its Capital Stock; Stock or (B) with respect to any other interest or participation in, or measured by, its profits or (ii) repay any Indebtedness or any other obligation owed to the Issuers or any Restricted Subsidiary of the Issuers, (b) make loans or advances or to pay any Indebtedness or other obligation owed capital contributions to the Company Issuers or any other of their Restricted Subsidiary of the Company; Subsidiaries or (c) transfer any of its property properties or assets to the Company Issuers or any other of their Restricted Subsidiary of the CompanySubsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (1i) encumbrances or restrictions existing on the Issue Date to the extent and in the manner such encumbrances and restrictions are in effect on the Issue Date (including without limitation pursuant to the Senior Credit Facility or under the Discount Notes), (ii) the Indenture, the Notes and the Guarantees, (iii) applicable law; , (2) this Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4iv) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person (including any Subsidiary of the Person), so acquired; , (5v) customary non-assignment provisions in leases or other agreements (other than the Bank Facility) existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date or as amended in a manner that is not more disadvantageous to the Holders in any material respect than the agreement existing on the Issue Date; (6) the Bank Facility; provided, however, that, -------- ------- except during a period when an event of default under the Bank Facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of such Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (7) purchase money obligations for property acquired entered in the ordinary course of business and consistent with past practices, (vi) Refinancing Indebtedness; provided that impose such payment restrictions are no more restrictive than those contained in the agreements governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, (vii) customary restrictions in security agreements or mortgages securing Indebtedness of the nature described in clause Issuers or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements and mortgages or (cviii) above; (8) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Restricted Subsidiary of the Issuers pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; (9) secured Indebtedness otherwise permitted to be incurred pursuant to Section 5.12 and Section 5.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) any credit facility or similar agreement entered into in accordance with clause (xv) of the definition of "Permitted Indebtedness"; provided, however, that, except during a period when an event of default under -------- ------- such credit facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of any Foreign Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (12) customary provisions in joint venture agreements; or (13) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12) above; provided, however, that the provisions relating to such encumbrance or -------- ------- restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Following the occurrence of the Termination and Release, the Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (ai) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or in respect of its Capital Stock; any other Restricted Subsidiary, (bii) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary of the Company; or (civ) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary. The foregoing provision shall not restrict or prohibit any encumbrances or restrictions: (i) existing pursuant to: (A) this Indenture, the Securities or any other agreements in effect on the date of the CompanyTermination and Release or in any Indebtedness containing any such encumbrance or restriction that is permitted pursuant to clause (iv) below or in any extensions, except for refinancings, renewals or replacements of any of the foregoing; 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 or (B) any agreement which imposes such encumbrances or restrictions on Persons other than Palm Shipping or any Subsidiary of Palm Shipping; 72 81 (ii) existing under any other agreement providing for the Incurrence of Indebtedness of any Restricted Subsidiary (other than Palm Shipping) that is permitted to be Incurred by Section 5.03; provided that the encumbrances and restrictions in any such agreement or in any extensions, refinancings, renewals or replacements of such agreement are no less favorable in any material respect to the Holders than those encumbrances and restrictions existing as of the date of the Termination and Release and permitted pursuant to clause (i) of this paragraph; (iii) existing under and by reason of: (1) of applicable law; (2iv) this Indenture; existing with respect to any Person or the property or assets of such Person (3other than Palm Shipping) customary non-assignment provisions of any contract acquired by the Company or any lease governing a leasehold interest of any Restricted Subsidiary and existing at the time of the Company; (4) any instrument governing Acquired Indebtednesssuch acquisition, which encumbrance encumbrances or restriction is restrictions are not applicable to any Person, Person or the properties property or assets of any Person, Person other than the such Person or the properties property or assets of such Person so acquired or any extensions, refinancings, renewals or replacements of the foregoing; 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 are being extended, refinanced, renewed or replaced; (v) in the case of clause (iv) of the first paragraph of this Section 5.04, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Person so acquired; Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (5C) agreements (other than the Bank Facility) existing on the Issue Date arising or agreed to the extent and in the manner such agreements are in effect on the Issue Date or as amended in a manner that is not more disadvantageous to the Holders in any material respect than the agreement existing on the Issue Date; (6) the Bank Facility; provided, however, that, -------- ------- except during a period when an event of default under the Bank Facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of such Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (7) purchase money obligations for property acquired in the ordinary course of business business, not relating to any Indebtedness, and that impose restrictions do not, individually or in the aggregate, detract from the value of property or assets of the nature described Company or any Restricted Subsidiary in clause any manner material to the Company and its Restricted Subsidiaries; or (cvi) above; (8) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Restricted Subsidiary (other than Palm Shipping), imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or all, or substantially all, of the property and assets of, such Restricted Subsidiary. Nothing contained in this Section 5.04 shall prevent the Company or any Restricted Subsidiary from (1) entering into any agreement permitting or providing for the incurrence of Liens otherwise permitted in Section 5.02, (2) restricting the sale or other disposition of property or assets of such Subsidiary; the Company or any of its Restricted Subsidiaries that secure Indebtedness (9other than the Securities) secured Indebtedness otherwise permitted to be incurred pursuant to Section 5.12 and Section 5.14 that limit the right of the debtor to dispose Company or any of its Restricted Subsidiaries or (3) amending, modifying 73 82 or supplementing any charter or similar arrangement between Palm Shipping and a vessel-owning Subsidiary of the assets securing Company (other than the Charters) solely (A) to lower the rates paid by Palm Shipping to such Indebtedness; vessel-owning Subsidiary under such charter or similar arrangement or (10B) restrictions on cash to increase the rates paid by Palm Shipping to such vessel-owning Subsidiary under such charter or other deposits similar arrangement to the extent required to service (x) Indebtedness for money borrowed, Incurred in good faith (as determined by the Board of Directors) and not with the purpose of evading the requirements of this covenant, in connection with the financing or net worth imposed the refinancing of Indebtedness of such Subsidiary and (y) expenses incurred by customers under contracts entered into such Subsidiary in the ordinary course of business; (11) any credit facility or similar agreement entered into in accordance with clause (xv) of the definition of "Permitted Indebtedness"; provided, however, that, except during a period when an event of default under -------- ------- such credit facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of any Foreign Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (12) customary provisions in joint venture agreements; or (13) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12) above; provided, however, that the provisions relating to such encumbrance or -------- ------- restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12). SECTION 5.05.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the CompanySubsidiary; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the CompanySubsidiary, except for such encumbrances or restrictions existing under or by reason reasons of: (1) applicable law; (2) this Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the CompanySubsidiary; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements (other than the Bank Facility) existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (6) any other agreement entered into after the Issue Date or which contains encumbrances and restrictions which are not materially more restrictive with respect to any Restricted Subsidiary than those in effect with respect to such Restricted Subsidiary pursuant to agreements as amended in a manner that is not more disadvantageous to the Holders in any material respect than the agreement existing effect on the Issue Date; (67) any instrument governing Indebtedness of a Foreign Restricted Subsidiary; PROVIDED that after giving effect to the Bank Facility; provided, however, that, -------- ------- except during a period when an event of default under the Bank Facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability imposition of such Subsidiary to dividendencumbrance or restriction, loan, advance or otherwise transfer funds to the Company would be able to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (7) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) abovecompliance with Section 4.03; (8) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for on the sale or disposition transfer of all or substantially all of the Capital Stock any property or assets of such Subsidiaryarising under a security agreement governing a Lien permitted under Section 4.15 hereof; (9) secured Indebtedness otherwise permitted to be incurred pursuant to Section 5.12 and Section 5.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) any credit facility or similar agreement entered into in accordance with clause (xv) of the definition of "Permitted Indebtedness"; provided, however, that, except during a period when an event of default under -------- ------- such credit facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of any Foreign Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (12) customary provisions in joint venture agreements; or (13) an agreement governing Refinancing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (125) above; providedPROVIDED, howeverHOWEVER, that the provisions relating to such encumbrance or -------- ------- restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment not materially more restrictive than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (6), ) or (7), (8), (9), ; and (10), (11) any agreement governing the sale or (12)disposition of any Restricted Subsidiary which restricts dividends and distributions pending such sale or disposition.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) to: pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, in each case except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; (2) the Notes or this Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements (other than the Bank Facility) existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date Date; the Credit Agreement or as amended in a manner that is not more disadvantageous an agreement governing other Senior Debt or Guarantor Senior Debt permitted to be incurred under this Indenture; provided that, with respect to any agreement governing such other Senior Debt or Guarantor Senior Debt, the provisions relating to such encumbrance or restriction are no less favorable to the Holders Company in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the agreement existing provisions contained in the Credit Agreement as in effect on the Issue Date; (6) restrictions on the Bank Facility; provided, however, that, -------- ------- except during a period when an event transfer of default assets subject to any Lien permitted under this Indenture imposed by the Bank Facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability holder of such Subsidiary Lien; restrictions imposed by any agreement to dividend, loan, advance sell assets or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (7) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above; (8) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets permitted under this Indenture to any Person pending the closing of such Subsidiarysale; (9) secured restrictions imposed by agreements governing Indebtedness otherwise permitted to be of a Foreign Restricted Subsidiary incurred pursuant to Section 5.12 clauses (14) and Section 5.14 that limit the right (19) of the debtor to dispose definition of the assets securing such "Permitted Indebtedness; (10) ;" restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) any credit facility Purchase Money Note or similar agreement entered into other Indebtedness or other contractual requirements of a Securitization Entity in accordance connection with clause (xv) of the definition of "Permitted Indebtedness"a Qualified Securitization Transaction; provided, however, that, except during a period when an event of default under -------- ------- provided that such credit facility shall have occurred and be continuing, no restrictions apply only to such encumbrances or restrictions shall limit the ability of any Foreign Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the SecuritiesSecuritization Entity; (12) customary provisions in joint venture agreementsagreements 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; or (13) and an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause clauses (2), b) and (4), d) through (5), (6), (7), (8), (9), (10), (11) or (12l) above; provided, however, that the provisions relating to such encumbrance or -------- ------- restriction contained in any such Refinancing Indebtedness agreements are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause clauses (2), b) and (4), d) through (5), (6), (7), (8), (9), (10), (11l) or (12)above.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will Issuers shall not, and will shall not cause or permit any of its their Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company Issuers to (aa)(i) pay dividends or make any other distributions to the Issuers or any Restricted Subsidiary of the Issuers (A) on or in respect of its Capital Stock; Stock or (B) with respect to any other interest or participation in, or measured by, its profits or (ii) repay any Indebtedness or any other obligation owed to the Issuers or any Restricted Subsidiary of the Issuers, (b) make loans or advances or to pay any Indebtedness or other obligation owed capital contributions to the Company Issuers or any other of their Restricted Subsidiary of the Company; Subsidiaries or (c) transfer any of its property properties or assets to the Company Issuers or any other of their Restricted Subsidiary of the CompanySubsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (1i) encumbrances or restrictions existing on the Series A/B Issue Date to the extent and in the manner such encumbrances and restrictions were in effect on the Series A/B Issue Date (including without limitation pursuant to the Senior Credit Facility or under the Series A/B Notes or the Discount Notes), (ii) the Indenture, the Notes and the Guarantees, (iii) applicable law; , (2) this Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4iv) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person (including any Subsidiary of the Person), so acquired; , (5v) customary non-assignment provisions in leases or other agreements (other than the Bank Facility) existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date or as amended in a manner that is not more disadvantageous to the Holders in any material respect than the agreement existing on the Issue Date; (6) the Bank Facility; provided, however, that, -------- ------- except during a period when an event of default under the Bank Facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of such Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (7) purchase money obligations for property acquired entered in the ordinary course of business and consistent with past practices, (vi) Refinancing Indebtedness; provided that impose such payment restrictions are no more restrictive than those contained in the agreements governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, (vii) customary restrictions in security agreements or mortgages securing Indebtedness of the nature described in clause Issuers or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements and mortgages or (cviii) above; (8) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Restricted Subsidiary of the Issuers pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; (9) secured Indebtedness otherwise permitted to be incurred pursuant to Section 5.12 and Section 5.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) any credit facility or similar agreement entered into in accordance with clause (xv) of the definition of "Permitted Indebtedness"; provided, however, that, except during a period when an event of default under -------- ------- such credit facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of any Foreign Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (12) customary provisions in joint venture agreements; or (13) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12) above; provided, however, that the provisions relating to such encumbrance or -------- ------- restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will notNeither FelCor LP nor FelCor will, and neither FelCor LP nor FelCor will not cause or permit any of its their respective Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (ai) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by FelCor LP or in respect FelCor or any of its Capital Stock; their respective Restricted Subsidiaries, (bii) pay any Indebtedness owed to FelCor LP, FelCor or any other Restricted Subsidiary, (iii) make loans or advances or to pay any Indebtedness or other obligation owed to the Company FelCor LP, FelCor or any other Restricted Subsidiary of the Company; or (civ) transfer any of its property or assets to the Company FelCor LP, FelCor or any other Restricted Subsidiary Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Closing Date in the Indenture or in the Line of Credit, and any extensions, refinancings, renewals or replacements of such agreements; provided that the Companyencumbrances and restrictions in any such extensions, except for such 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: (1) of applicable law; (2iii) this Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable existing with respect 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; (5) agreements (other than the Bank Facility) existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date or as amended in a manner that is not more disadvantageous to the Holders in any material respect than the agreement existing on the Issue Date; (6) the Bank Facility; provided, however, that, -------- ------- except during a period when an event of default under the Bank Facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of such Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (7) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above; (8) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Person acquired by FelCor LP, FelCor or any Restricted Subsidiary; (9) secured Indebtedness otherwise permitted to be incurred pursuant to Section 5.12 and Section 5.14 that limit , existing at the right of the debtor to dispose of the assets securing such Indebtedness; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) any credit facility or similar agreement entered into in accordance with clause (xv) of the definition of "Permitted Indebtedness"; provided, however, that, except during a period when an event of default under -------- ------- such credit facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of any Foreign Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (12) customary provisions in joint venture agreements; or (13) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12) above; provided, however, that the provisions relating to such encumbrance or -------- ------- restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12).time of

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) (i) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to the Company; Company or any Restricted Subsidiary or (b) make loans or advances to the Company or any other Restricted Subsidiary or (c) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the CompanySubsidiary, except for such encumbrances or restrictions existing under or by reason of: reasons of (1i) applicable law; (2) this Indenture; (3) customary non-assignment provisions of any contract encumbrances or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements (other than the Bank Facility) restrictions existing on the Issue Date to the extent and in the manner such agreements encumbrances and restrictions are in effect on the Issue Date Date, (ii) the Indenture, the Notes and the Guarantees, (iii) the Credit Facility, (iv) applicable law, (v) customary nonassignment provisions in leases, (vi) permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness shall not be materially more restrictive than those contained in the agreements governing the Indebtedness being refinanced, (vii) customary restrictions imposed in connection with Purchase Money Indebtedness or Capital Lease Obligations permitted under Section 4.06 as amended long as such customary restrictions are not materially more restrictive than those set forth in a manner that is not more disadvantageous to the Holders in any material respect than the agreement existing Credit Facility on the Issue Date; Date (6except that they may impose restrictions on the transfer of the asset so financed), (viii) restrictions in agreements with Persons acquired by the Bank Facility; provided, however, that, -------- ------- except during a period when an event of default under Company or any Restricted Subsidiary which do not extend to Property or assets other than the Bank Facility shall have occurred and be continuing, no such encumbrances Property or restrictions shall limit the ability assets of such Persons, (ix) customary restrictions in security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to dividend, loan, advance or otherwise the extent such restrictions restrict the transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; property subject to such security agreements and mortgages or (7x) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above; (8) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; (9) secured Indebtedness otherwise permitted to be incurred pursuant to Section 5.12 and Section 5.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) any credit facility or similar agreement entered into in accordance with clause (xv) of the definition of "Permitted Indebtedness"; provided, however, that, except during a period when an event of default under -------- ------- such credit facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of any Foreign Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (12) customary provisions in joint venture agreements; or (13) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12) above; provided, however, that the provisions relating to such encumbrance or -------- ------- restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuer will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (ai) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Issuer or in respect of its Capital Stock; any other Restricted Subsidiary, (bii) pay any Indebtedness or other obligations owed to the Issuer or any other Restricted Subsidiary, (iii) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Issuer or any other Restricted Subsidiary of the Company; or (civ) transfer any of its property or assets to the Company Issuer or any other Restricted Subsidiary of the Company, except for such Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions existing under or by reason ofrestrictions: (1) applicable law; (2) this Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements (other than the Bank Facilityi) existing on the Issue Date to and any extensions, refinancings, renewals or replacements of any of the extent foregoing; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are not materially more restrictive than encumbrances or restrictions in effect on the manner Issue Date; (ii) arising in connection with the Incurrence of Indebtedness of Restricted Subsidiaries after the Issue Date; provided, that such agreements encumbrances or restrictions are not materially more restrictive than encumbrances or restrictions in effect on the Issue Date and are necessary and customarily accepted in order to effect such financing; (iii) existing under or as amended by reason of applicable law; (iv) existing with respect to any Person or the property or assets of such Person acquired by the Issuer or any Restricted Subsidiary and existing at the time of such acquisition, which encumbrances or restrictions (A) are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired and (B) were not put in a manner place in anticipation of such acquisition, and any Refinancings of any of the foregoing; provided that is not more disadvantageous to the Holders encumbrances and restrictions in any such Refinancing are no less favorable in any material respect to the holders than the agreement existing on the Issue Date; (6) the Bank Facility; provided, however, that, -------- ------- except during a period when an event of default under the Bank Facility shall have occurred and be continuing, no such those encumbrances or restrictions shall limit that are then in effect and that are being Refinanced; (v) in the ability case of such Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest clause (including Additional Interestiv) and principal at maturity of the Securities; (7) purchase money obligations for property acquired preceding paragraph, arising or agreed to in the ordinary course of business (A) that impose restrictions 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 nature described Issuer or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) not relating to any Indebtedness and, in clause each of cases (cA), (B) aboveor (C), that do not, individually or in the aggregate, detract from the value of property or assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer and its Restricted Subsidiaries, taken as a whole; (8) contracts for the sale of assets, including, without limitation, customary restrictions vi) with respect to a Restricted Subsidiary or certain property or assets of 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 of, such SubsidiaryRestricted Subsidiary or such property or assets, as the case may be; (9) secured Indebtedness otherwise permitted to be incurred pursuant to Section 5.12 and Section 5.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (10vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; or (11) any credit facility or similar agreement entered into in accordance with clause (xv) of the definition of "Permitted Indebtedness"; provided, however, that, except during a period when an event of default under -------- ------- such credit facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of any Foreign Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (12viii) customary provisions in joint venture agreements; agreements and other similar agreements entered into in the ordinary course of business consistent with past practice. Nothing contained in the preceding paragraph shall prevent the Issuer or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted by Section 3.13 or (132) an agreement governing Indebtedness incurred to Refinance restricting the Indebtedness issued, assumed sale or incurred pursuant to an agreement referred to in clause (2), (4), (5), (6), (7), (8), (9), (10), (11) other disposition of property or (12) above; provided, however, that the provisions relating to such encumbrance or -------- ------- restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors assets of the Company in their reasonable and good faith judgment than Issuer or any of its Restricted Subsidiaries that secure Indebtedness of the provisions relating to Issuer or any of its Restricted Subsidiaries provided such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12)is otherwise permitted by Section 3.13.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (ai) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or in respect of its Capital Stock; any other Restricted Subsidiary, (bii) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary of the Company; or (civ) transfer any of its property or assets to the Company or any other Restricted Subsidiary 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 amendments, modifications, supplements, extensions, refinancings, renewals or replacements of such agreements; provided that the Companyencumbrances and restrictions in any such amendments, except for such modifications, supplements, 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 amended, modified, supplemented, extended, refinanced, renewed or replaced; (ii) existing under or by reason of: (1) of applicable law; (2iii) this Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4) under any instrument governing Acquired IndebtednessIndebtedness incurred in accordance with this Indenture; provided that such encumbrances or restrictions are not adopted in contemplation of the related acquisition; (iv) in the case of clause (iv) of the first paragraph of this Section 4.06, which encumbrance (A) that restrict in a customary manner the subletting, assignment or restriction transfer of any property or asset that is not applicable a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to any Persontransfer, option or right with respect to, or the properties or assets of Lien on, any Person, other than the Person or the properties property or assets of the Person so acquired; Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (5C) agreements (other than the Bank Facility) existing on the Issue Date arising or agreed to the extent and in the manner such agreements are in effect on the Issue Date or as amended in a manner that is not more disadvantageous to the Holders in any material respect than the agreement existing on the Issue Date; (6) the Bank Facility; provided, however, that, -------- ------- except during a period when an event of default under the Bank Facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of such Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (7) purchase money obligations for property acquired in the ordinary course of business business, not relating to any Indebtedness, and that impose restrictions do not, individually or in the aggregate, detract from the value of property or assets of the nature described Company or any Restricted Subsidiary in clause (c) aboveany manner material to the Company or any Restricted Subsidiary; (8) contracts for the sale of assets, including, without limitation, customary restrictions 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 of, such Restricted Subsidiary; and (9vi) secured Indebtedness otherwise permitted with respect to be incurred pursuant to Section 5.12 and Section 5.14 any Foreign Subsidiary; provided that limit (A) the right Investments of the debtor to dispose of the assets securing Company and its Subsidiaries in such Indebtedness; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) any credit facility or similar agreement entered into in accordance with clause (xv) of the definition of "Permitted Indebtedness"; provided, however, that, except during a period when an event of default under -------- ------- such credit facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of any Foreign Subsidiary to dividendare, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (12) customary provisions in joint venture agreements; or (13) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12) above; provided, however, that the provisions relating to such encumbrance or -------- ------- restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors Directors, not made for the purpose of removing assets from the Company and the Guarantors which removal, in the judgment of the Board of Directors, would be likely to have a material adverse impact on the Company's ability to make payments on the Notes and (B) such encumbrances or restrictions are not, in the judgment of the Board of Directors, likely to have a material adverse impact on the Company's ability to make payments on the Notes. Nothing contained in this Section 4.06 shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted by Section 4.10 or (2) restricting the sale or other disposition of property or assets of the Company in their reasonable and good faith judgment than or any of its Restricted Subsidiaries that secure Indebtedness of the provisions relating to such encumbrance Company or restriction contained in agreements referred to in such clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12)any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; (2) this Indenture, the Notes and the Guarantees; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements (other than the Bank Facility) existing on the Issue Date (including the Credit Agreement) to the extent and in the manner such agreements are in effect on the Issue Date or as amended in a manner that is not more disadvantageous to the Holders in any material respect than the agreement existing on the Issue Date; (6) any restriction or encumbrance contained in contracts for sale of assets permitted by this Indenture in respect of the Bank Facility; provided, however, that, -------- ------- except during a period when an event of default under assets being sold pursuant to such contracts pending the Bank Facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability close of such Subsidiary sale, which encumbrance or restriction is not applicable to dividend, loan, advance or otherwise transfer funds any asset other than the asset being sold pursuant to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securitiessuch contract; (7) purchase money obligations Purchase Money Obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) aboveabove on the property so acquired; (8) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or nature described in (c) above on the transfer of assets subject to any Lien permitted under Section 4.18 imposed by the holder of such Subsidiary; (9) secured Indebtedness otherwise permitted to be incurred pursuant to Section 5.12 and Section 5.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) any credit facility or similar agreement entered into in accordance with clause (xv) of the definition of "Permitted Indebtedness"; provided, however, that, except during a period when an event of default under -------- ------- such credit facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of any Foreign Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (12) customary provisions in joint venture agreementsLien; or (139) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (125) above; providedPROVIDED, howeverHOWEVER, that the provisions relating to such encumbrance or -------- ------- restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), ) or (5), (6), (7), (8), (9), (10), (11) or (12).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Guarantor will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary (other than the Company) to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of (other than the Company Company) to (ai) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Guarantor or in respect of its Capital Stock; any other Restricted Subsidiary, (bii) pay any Indebtedness owed to the Guarantor or any other Restricted Subsidiary, (iii) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Guarantor or any other Restricted Subsidiary of the Company; or (civ) transfer any of its property or assets to the Company Guarantor or any other Restricted Subsidiary Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Acquisition Date in the Senior Secured Credit Facilities, this Indenture, the Senior Discount Debenture Indenture or any other agreements (including the Concession Title) in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that the Companyencumbrances and restrictions in any such extensions, except for such 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: (1) of applicable law; (2iii) this Indenture; (3) customary non-assignment provisions existing with respect to any Person or the property or assets of any contract such Person acquired by the Guarantor or any lease governing a leasehold interest Restricted Subsidiary, existing at the time of any Restricted Subsidiary of the Company; (4) any instrument governing Acquired Indebtednesssuch acquisition and not incurred in contemplation thereof, which encumbrance encumbrances or restriction is restrictions are not applicable to any Person, Person or the properties property or assets of any Person, Person other than the such Person or the properties property or assets of the such Person so acquired; (5iv) agreements in the case of clause (other than iv) of the Bank Facilityfirst paragraph of this Section 4.05, (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing on the Issue Date by virtue of any transfer of, agreement to the extent and in the manner such agreements are in effect on the Issue Date transfer, option or as amended in a manner that is not more disadvantageous to the Holders in right with respect to, or Lien on, any material respect than the agreement existing on the Issue Date; (6) the Bank Facility; provided, however, that, -------- ------- except during a period when an event of default under the Bank Facility shall have occurred and be continuing, no such encumbrances property or restrictions shall limit the ability of such Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity assets of the Securities; Guarantor or any Restricted Subsidiary not otherwise prohibited by this Indenture or (7C) purchase money obligations for property acquired arising or agreed to in the ordinary course of business business, not relating to any Indebtedness, and that impose restrictions do not, individually or in the aggregate, detract from the value of property or assets of the nature described Guarantor or any Restricted Subsidiary in clause (c) aboveany manner material to the Guarantor or any Restricted Subsidiary; (8) contracts for the sale of assets, including, without limitation, customary restrictions 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 Guarantor or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets of such Subsidiary; (9) secured the Guarantor or any of its Restricted Subsidiaries that secure Indebtedness otherwise permitted to be incurred pursuant to Section 5.12 and Section 5.14 that limit the right of the debtor to dispose Guarantor or any of the assets securing such Indebtedness; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) any credit facility or similar agreement entered into in accordance with clause (xv) of the definition of "Permitted Indebtedness"; provided, however, that, except during a period when an event of default under -------- ------- such credit facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of any Foreign Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (12) customary provisions in joint venture agreements; or (13) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12) above; provided, however, that the provisions relating to such encumbrance or -------- ------- restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12)its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Guarantor will not, and will not cause or permit any of its the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Guarantor or any other Restricted Subsidiary of the CompanySubsidiary; or (c) transfer any of its property or assets to the Company Guarantor or any other Restricted Subsidiary of the CompanySubsidiary, except for such encumbrances or restrictions existing under or by reason reasons of: (1) applicable law; (2) this Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the CompanySubsidiary; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements (other than the Bank Facility) existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (6) any other agreement entered into after the Issue Date or which contains encumbrances and restrictions which are no more restrictive with respect to any Restricted Subsidiary than those in effect with respect to such Restricted Subsidiary pursuant to agreements as amended in a manner that is not more disadvantageous to the Holders in any material respect than the agreement existing effect on the Issue Date; (6) the Bank Facility; provided, however, that, -------- ------- except during a period when an event of default under the Bank Facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of such Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (7) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above; (8) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (9) secured Indebtedness otherwise permitted to be incurred pursuant to Section 5.12 and Section 5.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) any credit facility or similar agreement entered into in accordance with clause (xv) of the definition of "Permitted Indebtedness"; provided, however, that, except during a period when an event of default under -------- ------- such credit facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of any Foreign Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (12) customary provisions in joint venture agreements; or (13) an agreement governing Refinancing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (125) above; providedPROVIDED, howeverHOWEVER, that the provisions relating to such encumbrance or -------- ------- restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment more restrictive than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), ) or (5), ; and (6), (7), (8), (9), (10), (11) or (12)8) restrictions applicable only to an Accounts Receivable Subsidiary.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Garden State will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company Garden State to (ai) pay dividends or make any other distributions on or in respect of its Capital Stock; Stock or pay any Debt owed to Garden State or a Restricted Subsidiary of Garden State, (bii) make loans or advances to Garden State or to pay any Indebtedness or other obligation owed to the Company or any other a Restricted Subsidiary of the Company; Garden State or (ciii) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the CompanyGarden State, except for such encumbrances or restrictions existing under or by reason of: of (1A) applicable law; law or provisions in effect on the Issue Date, (2B) this the Indenture; , (3C) agreements existing on the Issue Date, (D) the Garden State Credit Facility, the Senior Subordinated Secured Notes or the Notes, (E) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Garden State or a Restricted Subsidiary of the Company; Garden State or (4F) any instrument governing or evidencing Acquired IndebtednessDebt of a Person at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements (other than the Bank Facility) existing on the Issue Date to the extent , PROVIDED that such Debt, and in the manner such agreements are in effect on the Issue Date encumbrance or as amended in a manner that restriction, is not more disadvantageous to the Holders incurred in connection with, or in contemplation of, such acquisition or (G) any material respect than the agreement existing on the Issue Date; (6) the Bank Facility; provided, however, that, -------- ------- except during a period when an event of default under the Bank Facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of such Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company contained in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity any Debt governing any refinancings of the Securities; (7) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature Debt described in clause (c) above; (8) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (9) secured Indebtedness otherwise permitted to be incurred pursuant to Section 5.12 and Section 5.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) any credit facility or similar agreement entered into in accordance with clause (xv) of the definition of "Permitted Indebtedness"; provided, however, that, except during a period when an event of default under -------- ------- such credit facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of any Foreign Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (12) customary provisions in joint venture agreements; or (13) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2C), (4), (5), (6), (7), (8), (9), (10), (11) or (12) above; provided, however, PROVIDED that the provisions relating to such encumbrance or -------- ------- restriction encumbrances and restrictions contained in any such Refinancing Indebtedness refinancing agreement or amendment, supplement or other modification are no not materially less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable Noteholders than encumbrances and good faith judgment than the provisions relating to such encumbrance or restriction restrictions contained in agreements referred to in such clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12)agreements.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuers will not, and will not cause or permit any of its their Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company an Issuer to (aa)(i) pay dividends or make any other distributions to an Issuer or any Restricted Subsidiary of an Issuer (A) on or in respect of its Capital Stock; Stock or (B) with respect to any other interest or participation in, or measured by, its profits or (ii) repay any Indebtedness or any other obligation owed to an Issuer or any Restricted Subsidiary of an Issuer, (b) make loans or advances or capital contributions to pay any Indebtedness or other obligation owed to the Company an Issuer or any other of its Restricted Subsidiary of the Company; Subsidiaries or (c) transfer any of its property properties or assets to the Company an Issuer or any other of their Restricted Subsidiary of the CompanySubsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (1i) encumbrances or restrictions existing on the Issue Date to the extent and in the manner such encumbrances and restrictions are in effect on the Issue Date, (ii) (x) this Indenture, the Notes and the Guarantees and (y) the Discount Notes Indenture, the Discount Notes and the guarantees of the Discount Notes, (iii) applicable law; , (2iv) this Indenture; the Senior Credit Facility, (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4v) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person (including any Subsidiary of the Person), so acquired; , (5vi) customary non-assignment provisions in leases or other agreements (other than the Bank Facility) existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date or as amended in a manner that is not more disadvantageous to the Holders in any material respect than the agreement existing on the Issue Date; (6) the Bank Facility; provided, however, that, -------- ------- except during a period when an event of default under the Bank Facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of such Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (7) purchase money obligations for property acquired entered in the ordinary course of business and consistent with past practices, (vii) Refinancing Indebtedness; provided that impose such restrictions are no more -------- restrictive than those contained in the agreements governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, (viii) customary restrictions in security agreements or mortgages securing Indebtedness of an Issuer or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the nature described in clause property subject to such security agreements and mortgages or (cix) above; (8) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Restricted Subsidiary of an Issuer pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; (9) secured Indebtedness otherwise permitted to be incurred pursuant to Section 5.12 and Section 5.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) any credit facility or similar agreement entered into in accordance with clause (xv) of the definition of "Permitted Indebtedness"; provided, however, that, except during a period when an event of default under -------- ------- such credit facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of any Foreign Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (12) customary provisions in joint venture agreements; or (13) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12) above; provided, however, that the provisions relating to such encumbrance or -------- ------- restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (ai) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or in respect of its Capital Stock; any other Restricted Subsidiary, (bii) make loans or advances or to pay any Indebtedness or other obligation obligations owed to the Company or any other Restricted Subsidiary, (iii) make loans or advances to the Company or any other Restricted Subsidiary of the Company; or (civ) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions existing under or by reason ofrestrictions: (1) applicable law; (2) this Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements (other than the Bank Facilityi) existing on the Issue Date to the extent and in the manner such Credit Agreement, the Indenture or any other agreements are in effect on the Issue Date Date, and any extensions, amendments, refinancings, renewals or as amended replacements of any of the foregoing; provided that the encumbrances and restrictions in a manner that is not more disadvantageous to the Holders any such extensions, amendments, refinancings, renewals or replacements are no less favorable in any material respect to the Holders than the agreement existing on the Issue Date; (6) the Bank Facility; provided, however, that, -------- ------- except during a period when an event of default under the Bank Facility shall have occurred and be continuing, no such those encumbrances or restrictions shall limit that are then in effect and that are being extended, amended, refinanced, renewed or replaced; (ii) existing under or by reason of applicable law; (iii) existing with respect to any Person or the ability property or assets of such Person acquired by the Company or any Restricted Subsidiary and existing at the time of such acquisition, which encumbrances or restrictions (A) are not applicable to dividendany Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired and (B) were not put in place in anticipation of such acquisition, loanand any extensions, advance refinancings, renewals or otherwise transfer funds replacements of any of the foregoing; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Company Holders than those encumbrances or restrictions that are then in an amount required to pay when due effect and that are being extended, refinanced, renewed or replaced; (iv) in the scheduled interest case of clause (including Additional Interestiv) and principal at maturity of the Securities; preceding paragraph, (7A) purchase money obligations for that restrict in a customary manner the subletting, assignment or transfer of any property acquired or asset that is subject to a lease, license, conveyance or contract, (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 the Indenture or (C) arising or agreed to in the ordinary course of business business, not relating to any Indebtedness and, that impose restrictions do not, individually or in the aggregate, detract from the value of property or assets of the nature described Company or any Restricted Subsidiary in clause (c) aboveany manner material to the Company or any Restricted Subsidiary; (8) contracts for the sale of assets, including, without limitation, customary restrictions 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) contained in the terms of such Subsidiary; (9) secured any Indebtedness otherwise permitted to be incurred or any agreement pursuant to Section 5.12 and Section 5.14 that limit which such Indebtedness was issued if (A) the right encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the Holders of the debtor to dispose of the assets securing such Indebtedness; Securities than is customary in comparable financings (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) any credit facility or similar agreement entered into in accordance with clause (xv) of the definition of "Permitted Indebtedness"; provided, however, that, except during a period when an event of default under -------- ------- such credit facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of any Foreign Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (12) customary provisions in joint venture agreements; or (13) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12) above; provided, however, that the provisions relating to such encumbrance or -------- ------- restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of Company) and (C) the Company in their reasonable and good faith judgment than the provisions relating to determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Securities. Nothing contained in agreements referred the preceding paragraph shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or permitting to in such clause exist any Lien otherwise not prohibited by the Indenture or (2), (4), (5), (6), (7), (8), (9), (10), (11) restricting the sale or (12)other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (ai) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans Stock or advances or to pay any Indebtedness or other obligation Debt -49- owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other a Restricted Subsidiary of the Company, (ii) make loans or advances to the Company or a Restricted Subsidiary of the Company or (iii) transfer any of its properties or assets to the Company, except for such encumbrances or restrictions existing under or by reason of: of (1A) applicable law; , (2B) this the Indenture; , (3C) agreements existing on the Issue Date, (D) the Credit Facility, (E) customary non-assignment provisions of any lease or contract or any lease governing a leasehold interest of any the Company or a Restricted Subsidiary of the Company; , (4F) any instrument governing or evidencing Acquired IndebtednessDebt of a Person at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or such Person's property or assets, so acquired, provided that such Debt, and such encumbrance or restriction, is not incurred in connection with, or in contemplation of, such acquisition, (G) any encumbrances or restrictions contained in any Debt governing any refinancings of the Debt or renewals of other agreements referred to in clauses (C) or (F), provided that the encumbrances and restrictions contained in any such refinancing agreement or amendment, supplement, renewal or other modification are not materially less favorable to the Holders than encumbrances and restrictions contained in such agreements, (H) customary restrictions on such dividends, distributions, loans, advances or transfers contained in agreements governing joint operating agreements and joint ventures and shareholders agreements with minority shareholders, (I) restrictions with respect to a Person that exist at the time such Person is acquired by the Company or any Restricted Subsidiary (except to the extent put in place in connection with or in contemplation of such acquisition), which restrictions are not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties property or assets of the Person so acquired; , (5J) restrictions in agreements (other than the Bank Facility) existing on governing Debt incurred after the Issue Date that are, taken as a whole, no less favorable in any material respect to the extent and Holders than restrictions contained in the manner such agreements are governing Debt in effect on the Issue Date or as amended in a manner that is not more disadvantageous to the Holders in any material respect than the agreement existing on the Issue Date; , (6K) the Bank Facility; provided, however, that, -------- ------- except during a period when an event of default under the Bank Facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of such Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (7) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above; (8) contracts for the sale of assets, including, without limitation, customary restrictions with respect on transfer of assets subject to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (9) secured Indebtedness otherwise permitted to be incurred pursuant to Section 5.12 and Section 5.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) any credit facility or similar agreement entered into in accordance compliance with clause the Indenture and (xvL) restrictions on assignment of the definition of "Permitted Indebtedness"; provided, however, that, except during a period when an event of default assets arising from Liens on such assets that are permitted under -------- ------- such credit facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of any Foreign Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (12) customary provisions in joint venture agreements; or (13) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12) above; provided, however, that the provisions relating to such encumbrance or -------- ------- restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (12)this Indenture.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; (2) this Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any PersonRestricted Subsidiaries, or the properties or assets of any PersonRestricted Subsidiaries, other than the Person or such Person's Subsidiaries or the properties or assets of the Person so acquiredacquired or such Person's Subsidiaries; (5) agreements (other than the Bank Facility) existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date or as amended in a manner that is not more disadvantageous to the Holders in any material respect than the agreement existing on the Issue Date; (6) any agreement to 75 - 67 - sell assets or Capital Stock permitted under this Indenture to any Person pending the Bank Facility; provided, however, that, -------- ------- except during a period when an event of default under the Bank Facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability closing of such Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securitiessale; (7) purchase money obligations for property acquired in any instrument governing a Permitted Lien, to the ordinary course extent and only to the extent such instrument restricts the transfer or other disposition of business that impose restrictions of the nature described in clause (c) aboveassets subject to such Permitted Lien; (8) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (9) secured Indebtedness otherwise permitted to be incurred pursuant to Section 5.12 and Section 5.14 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) any credit facility or similar agreement entered into in accordance with clause (xv) of the definition of "Permitted Indebtedness"; provided, however, that, except during a period when an event of default under -------- ------- such credit facility shall have occurred and be continuing, no such encumbrances or restrictions shall limit the ability of any Foreign Subsidiary to dividend, loan, advance or otherwise transfer funds to the Company in an amount required to pay when due the scheduled interest (including Additional Interest) and principal at maturity of the Securities; (129) customary provisions in joint venture agreements and other similar agreements; (10) the documentation relating to Indebtedness of Foreign Subsidiaries incurred pursuant to the terms of this Indenture provided that such encumbrances or restrictions are not more restrictive than those contained in the Credit Agreement; (11) the Credit Agreement; (12) the documentation relating to other Indebtedness permitted to be incurred subsequent to the Issue Date pursuant to the provisions of the covenant described under Section 4.12; provided that such encumbrances or restrictions are not more restrictive than those contained in the Credit Agreement; (13) the documentation relating to Indebtedness of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (14) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (1211) above; provided, however, that the provisions relating to such encumbrance or -------- ------- restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (6), (7), (8), (9), (10), (11) or (1211). Nothing contained in this Section 4.13 shall prevent the Company or any Subsidiary of the Company from creating, incurring, assuming or suffering to exist any Permitted Liens.