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 may not, and may not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company (i) to pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by the Company or any other Restricted Subsidiary of the Company or pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary; (ii) to make loans or advances to the Company or any other Restricted Subsidiary; or (iii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, suffer to exist any such encumbrance or restriction: (a) pursuant to any agreement in effect on the Issue Date; (b) pursuant to an agreement relating to any Acquired Debt, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries; (c) pursuant to any one or more Bank Credit Agreements or Vendor Financing Facilities (and renewals, extensions, refinancings or refundings thereof) which is permitted to be outstanding under clause (i) or (ii) of Section 1007 or clause (vi) or (ix) of Section 1008, PROVIDED that such restriction is consistent with, and not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than, comparable provisions included in similar agreements or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER that, in the case of any such Bank Credit Agreement or Vendor Financing Facility entered into by a Restricted Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008, such encumbrances or restrictions do not prohibit dividends, distributions, loans or advances by such Restricted Subsidiary to the Company or another Restricted Subsidiary to the extent that the failure to make such distribution, loan or advance would result in the Company defaulting in the payment of principal or interest on its indebtedness; (d) pursuant to an agreement effecting a renewal, refunding or extension of Debt Incurred pursuant to an agreement referred to in clause (a) or (b) above or (e) below, PROVIDED, HOWEVER, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than the provisions contained in the agreement the subject thereof; (e) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Company or a Restricted Subsidiary otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; (f) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business in leases and other agreements; (g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that consummation of such transaction would not result in a Default or an Event of Default, that such restriction terminates if such transaction is not consummated and that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; (h) pursuant to applicable law or regulations; (i) pursuant to this Indenture and the Securities; or (j) any restriction on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or property.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company may will not, and may will not cause or permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Companyto: (i1) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock owned by the Company Stock; (2) make loans or any other Restricted Subsidiary of the Company advances or to pay any Debt Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; (ii) to make loans or advances to the Company or any other Restricted Subsidiary; or (iii3) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, suffer to exist any ; except for such encumbrance encumbrances or restrictionrestrictions existing under or by reason of: (aA) pursuant to any agreement in effect on the Issue Dateapplicable law, rule, regulation or order; (bB) pursuant to an agreement relating to the Indenture; (C) the Credit Agreement and/or the documentation for the Credit Agreement; (D) customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business, including customary non-assignment provisions of any contract or any lease governing a leasehold interest; (E) any instrument governing Acquired DebtIndebtedness, 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 and its Subsidiariesacquired; (cF) pursuant to any one or more Bank Credit Agreements or Vendor Financing Facilities (and renewals, extensions, refinancings or refundings thereof) which is permitted to be outstanding under clause (i) or (ii) of Section 1007 or clause (vi) or (ix) of Section 1008, PROVIDED that such restriction is consistent with, and not materially more restrictive (as conclusively determined in good faith by agreements existing on the Chief Financial Officer of the Company), taken as a whole, than, comparable provisions included in similar agreements or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER that, in the case of any such Bank Credit Agreement or Vendor Financing Facility entered into by a Restricted Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008, such encumbrances or restrictions do not prohibit dividends, distributions, loans or advances by such Restricted Subsidiary to the Company or another Restricted Subsidiary Issue Date to the extent that the failure to make such distribution, loan or advance would result and in the Company defaulting manner such agreements are in effect on the payment of principal or interest on its indebtednessIssue Date; (dG) pursuant to an any other agreement effecting a renewal, refunding or extension of Debt Incurred pursuant to an agreement referred to in clause (a) or (b) above or (e) below, PROVIDED, HOWEVER, that entered into after the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction Issue Date which contains encumbrances and restrictions which are not materially more restrictive (with respect to any Restricted Subsidiary than those in effect with respect to such Restricted Subsidiary pursuant to agreements as conclusively determined in good faith by effect on the Chief Financial Officer of the Company), taken as a whole, than the provisions contained in the agreement the subject thereofIssue Date; (eH) in the case any instrument governing Indebtedness of clause a Foreign Subsidiary; (iiiI) above, restrictions contained in any a security agreement (including governing a Capital Lease Obligation) securing Debt of the Company or a Restricted Subsidiary otherwise Lien permitted under this Indenture, but only to the extent such Indenture containing customary restrictions restrict on the transfer of the any property subject to such security agreementor assets; (fJ) secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.13 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (K) any agreement governing the sale or disposition of any Restricted Subsidiary which restricts dividends and distributions of such Restricted Subsidiary pending such sale or disposition; (L) customary provisions in the case of clause (iii) abovepartnership agreements, customary nonassignment provisions limited liability company organizational governance documents, joint venture and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in leases and other agreementssuch partnership, limited liability company, joint venture or similar Person; (gM) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in Section 4.11(a)(3) on the property so acquired; (N) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business; (O) customary restrictions pursuant to any Qualified Receivables Transaction or Permitted Factoring Transaction; (P) existing pursuant to provisions in instruments governing other Indebtedness of Restricted Subsidiaries permitted to be Incurred after the Issue Date; provided that (i) such provisions are customary for instruments of such type (as determined in good faith by the Company’s Board of Directors) and (ii) the Company’s Board of Directors determines in good faith that such restrictions will not materially adversely impact the ability of the Company to make required principal and interest payments on the Notes; (Q) any restriction encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (B), (C), (E), (F) and (G) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such dividend restrictions and other encumbrances than those contained prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and (R) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to which the Company or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary. For purposes of determining compliance with this covenant, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Company or a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for other Indebtedness Incurred by the sale Company or disposition of all or substantially all of the Capital Stock or assets of any such Restricted Subsidiary, provided that consummation of such transaction would Subsidiary shall not result in be deemed a Default or an Event of Default, that such restriction terminates if such transaction is not consummated and that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; (h) pursuant to applicable law or regulations; (i) pursuant to this Indenture and the Securities; or (j) any restriction on the sale ability to make loans or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or propertyadvances.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company may shall not, and may shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of the Company to (ia) to pay dividends (in cash or otherwise) or make any other distributions in respect of on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by by, or pay any Indebtedness owed to, the Company or any other its Restricted Subsidiary of the Company or pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary; Subsidiaries, (iib) to make loans or advances to the Company or any other its Restricted Subsidiary; or Subsidiaries, (iiic) to transfer any of its property properties or assets to the Company or its Restricted Subsidiaries or (d) guarantee any other Restricted Subsidiary. Notwithstanding the foregoing, Indebtedness of the Company mayor its Restricted Subsidiaries, and may permit except for such encumbrances or restrictions existing under or by reason of: (i) applicable law; (ii) any Restricted Subsidiary to, suffer instrument governing Acquired Indebtedness permitted to exist any such encumbrance or restriction: (a) pursuant to any agreement in effect on the Issue Date; (b) pursuant to an agreement relating to any Acquired Debtbe incurred under Section 5.14(b)(iv), which encumbrance encumbrances or restriction is restrictions are not applicable to any Person, Person or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries; (c) pursuant to any one acquired, or more Bank Credit Agreements the property or Vendor Financing Facilities (and renewals, extensions, refinancings or refundings thereof) which is permitted to be outstanding under clause (i) or (ii) of Section 1007 or clause (vi) or (ix) of Section 1008, PROVIDED that such restriction is consistent with, and not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer assets of the Company), taken as a whole, than, comparable provisions included in similar agreements Person so acquired or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER that, in the case of any such Bank Credit Agreement or Vendor Financing Facility entered into by a Restricted Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008, such encumbrances or restrictions do not prohibit dividends, distributions, loans or advances by such Restricted Subsidiary to the Company or another Restricted Subsidiary to the extent that the failure to make such distribution, loan or advance would result in the Company defaulting in the payment of principal or interest on its indebtedness; (d) pursuant to an agreement effecting a renewal, refunding or extension of Debt Incurred pursuant to an agreement referred to in clause (a) or (b) above or (e) below, PROVIDED, HOWEVER, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than the provisions contained in the agreement the subject thereof; (e) in the case of clause consolidated Subsidiaries; (iii) above, any restrictions contained existing under agreements in any security agreement effect on the date of this Indenture as set forth on Schedule 5.15 hereto; (including a Capital Lease Obligation) securing Debt of the Company or a Restricted Subsidiary otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; (f) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business in leases and other agreements; (giv) any restriction restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that consummation Subsidiary (which sale or disposition is otherwise permitted by the terms of such transaction would not result in a Default or an Event of Default, that such restriction terminates if such transaction is not consummated and that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; this Indenture); (h) pursuant to applicable law or regulations; (i) pursuant to this Indenture and the Securities; or (jv) any restriction on agreement governing Indebtedness restricting the sale or other disposition of assets or property securing Debt as a result such Indebtedness if such agreement does not expressly restrict the ability of a Permitted Lien on such assets Restricted Subsidiary to pay dividends or propertyto make distributions, loans or advances; (vi) customary restrictions in leases relating to property covered thereby; or (vii) this Indenture.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company may not, and may not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company (i) to pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by the Company or any other Restricted Subsidiary of the Company or pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary; (ii) to make loans or advances to the Company or any other Restricted Subsidiary; or (iii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, suffer to exist any such encumbrance or restriction: (a) pursuant to any agreement in effect on the Issue Date; (b) pursuant to an agreement relating to any Acquired Debt, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries; (c) pursuant to any one or more Bank Credit Agreements or Vendor Financing Facilities (and renewals, extensions, refinancings or refundings thereof) which is permitted to be outstanding under clause (i) or (ii) of Section 1007 or clause (vi) or (ix) of Section 1008, PROVIDED provided that such restriction is consistent with, and not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than, comparable provisions included in similar agreements or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER provided further that, in the case of any such Bank Credit Agreement or Vendor Financing Facility entered into by a Restricted Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008, such encumbrances or restrictions do not prohibit dividends, distributions, loans or advances by such Restricted Subsidiary to the Company or another Restricted Subsidiary to the extent that the failure to make such distribution, loan or advance would result in the Company defaulting in the payment of principal or interest on its indebtedness; (d) pursuant to an agreement effecting a renewal, refunding or extension of Debt Incurred pursuant to an agreement referred to in clause (a) or (b) above or (e) below, PROVIDEDprovided, HOWEVERhowever, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than the provisions contained in the agreement the subject thereof; (e) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Company or a Restricted Subsidiary otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; (f) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business in leases and other agreements; (g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that consummation of such transaction would not result in a Default or an Event of Default, that such restriction terminates if such transaction is not consummated and that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; (h) pursuant to applicable law or regulations; (i) pursuant to this Indenture and the Securities; or (j) any restriction on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or property.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company may (a) Parent shall not, and may shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than pursuant to law or regulation) on the ability of any Restricted Subsidiary of the Company (i) to pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by the Company Parent or any other Restricted Subsidiary of the Company or pay any Debt or other obligation owed to the Company Parent or any other Restricted Subsidiary; , (ii) to make loans or advances to the Company Parent or any other Restricted Subsidiary; or Subsidiary or (iii) to transfer any of its property or assets Property to the Company Parent or any other Restricted Subsidiary. . (b) Notwithstanding the foregoingforegoing limitation, the Company Parent may, and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to exist (i) any such encumbrance or restriction: (a) restriction pursuant to any agreement in effect on the Issue Date; , including, without limitation, the Existing Credit Facility and the Existing Notes, (bii) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings and that, as determined by the management of Parent at the time of such financing, will not materially impair the Issuer’s ability to make payments as required under the Securities, (iii) any encumbrance or restriction pursuant to an agreement relating to any Acquired Debt, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries; acquired, (civ) any encumbrance or restriction pursuant to an agreement relating to any one or more Bank Credit Agreements or Vendor Financing Facilities (and renewals, extensions, refinancings or refundings thereof) which is permitted to be outstanding under clause (i) or (ii) Debt of Section 1007 or clause (vi) or (ix) of Section 1008, PROVIDED that such restriction is consistent with, and not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than, comparable provisions included in similar agreements or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER that, in the case of any such Bank Credit Agreement or Vendor Financing Facility entered into by a an Issuer Restricted Subsidiary under clause (ii) of Section 1007 or that is a Foreign Restricted Subsidiary Incurred pursuant to clause (ix) of paragraph (b) of Section 1008, 1011 that is applicable only to such encumbrances or restrictions do not prohibit dividends, distributions, loans or advances by such Issuer Restricted Subsidiary to the Company or another that is a Foreign Restricted Subsidiary to the extent that the failure to make such distributionand its Subsidiaries, loan (v) any encumbrance or advance would result in the Company defaulting in the payment of principal or interest on its indebtedness; (d) restriction pursuant to an agreement effecting a renewal, refunding or extension refinancing of Debt Incurred pursuant to an agreement referred to in clause (ai), (ii) or (iii) of this paragraph (b) above or (e) below); provided, PROVIDED, HOWEVERhowever, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not materially no more restrictive (as conclusively determined so determined) in good faith by the Chief Financial Officer of the Company), taken as a whole, any material respect than the provisions contained in the agreement the subject thereof; , (evi) in the case of clause (iii) of paragraph (a) above, restrictions any encumbrance or restriction contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Company Parent or a Restricted Subsidiary otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the property Property subject to such security agreement; , (fvii) in the case of clause (iii) of paragraph (a) above, customary nonassignment provisions entered into (A) that restrict the subletting, assignment or transfer of any Property that is a lease, license, conveyance or similar contract, (B) contained in asset sale or other asset disposition agreements limiting the transfer of the Property being sold or disposed of pending the closing of such sale or disposition or (C) arising or agreed to in the ordinary course of business business, not relating to any Debt, and that do not, individually or in leases and other agreements; the aggregate, detract from the value of Property of Parent or any Restricted Subsidiary in any manner material to Parent or any Restricted Subsidiary, (gviii) any encumbrance or restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets Property of such Restricted Subsidiary; provided, provided however, that the consummation of such transaction would not result in a Default or an Event of Default, that such restriction terminates if such transaction is not consummated abandoned and that such the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; , and (hix) pursuant to applicable law any encumbrance or regulations; (i) restriction pursuant to this Indenture and the Securities; or (j) any restriction on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or property.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company may shall not, and may shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (ia) to pay dividends (dividends, in cash or otherwise) , or make any other distributions on or in respect of its Capital Stock owned by the Company or any other Restricted Subsidiary of the Company or Stock, (b) pay any Debt or other obligation Indebtedness owed to the Company or any other Restricted Subsidiary; , (iic) to make loans or advances to the Company or any other Restricted Subsidiary; or , (iiid) to transfer any of its property properties or assets to the Company or any other Restricted Subsidiary. Notwithstanding Subsidiary (other than customary restrictions on transfers of property subject to a Lien permitted under this Indenture that would not materially adversely affect the foregoing, Company's ability to satisfy its obligations under the Notes and this Indenture) or (e) guarantee any Indebtedness of the Company mayor any other Restricted Subsidiary, and may permit any Restricted Subsidiary to, suffer to exist any except for such encumbrance encumbrances or restriction: restrictions existing under or by reason of (ai) pursuant to any agreement in effect on the Issue Date; date of this Indenture, (bii) pursuant applicable law, (iii) customary provisions restricting subletting or assignment of any lease or assignment of any other contract to an which the Company or any Restricted Subsidiary is a party or to which any of their respective properties or assets are subject, (iv) any agreement relating to or other instrument of a Person acquired by the Company or any Acquired DebtRestricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), 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 property or assets of the Person, so acquired and its Subsidiaries; acquired, (cv) any encumbrance or restriction contained in contracts for sales of assets permitted by Section 1015 with respect to the assets to be sold pursuant to such contract and (vi) any one encumbrance or more Bank Credit Agreements restriction existing under any agreement that extends, renews, refinances or Vendor Financing Facilities (and renewals, extensions, refinancings replaces the agreements containing the encumbrances or refundings thereof) which is permitted to be outstanding under clause restrictions in the foregoing clauses (i) or and (ii) of Section 1007 or clause (vi) or (ix) of Section 1008, PROVIDED iv); provided that such restriction is consistent with, the terms and not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than, comparable provisions included in similar agreements or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER that, in the case conditions of any such Bank Credit Agreement or Vendor Financing Facility entered into by a Restricted Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008, such encumbrances or restrictions do not prohibit dividends, distributions, loans or advances by such Restricted Subsidiary are no less favorable to the Company holders of the Notes than those under or another Restricted Subsidiary pursuant to the extent that the failure to make such distributionagreement so extended, loan renewed, refinanced or advance would result in the Company defaulting in the payment of principal or interest on its indebtedness; (d) pursuant to an agreement effecting a renewal, refunding or extension of Debt Incurred pursuant to an agreement referred to in clause (a) or (b) above or (e) below, PROVIDED, HOWEVER, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than the provisions contained in the agreement the subject thereof; (e) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Company or a Restricted Subsidiary otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; (f) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business in leases and other agreements; (g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that consummation of such transaction would not result in a Default or an Event of Default, that such restriction terminates if such transaction is not consummated and that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; (h) pursuant to applicable law or regulations; (i) pursuant to this Indenture and the Securities; or (j) any restriction on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or propertyreplaced.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company may will not, and may will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the CompanyCompany to: (i1) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock owned by Stock; (2) make loans or advances to the Company or any other Restricted Subsidiary of the Company or to pay any Debt Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; (ii) to make loans or advances to Subsidiary of the Company or any other Restricted SubsidiaryCompany; or (iii3) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding Subsidiary of the foregoingCompany, the Company may, and may permit any Restricted Subsidiary to, suffer to exist any except in each case for such encumbrance encumbrances or restrictionrestrictions existing under or by reason of: (a) pursuant to applicable law or any agreement in effect on the Issue Daterule, regulation or order; (b) pursuant to an the New Senior Notes Indenture, this Indenture, the New Senior Notes and the related guarantees, and the Existing Notes and Guarantees; (c) customary non-assignment provisions or restrictions on cash or other deposits and net worth covenants contained in any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (d) any agreement relating to any or instrument governing Acquired DebtIndebtedness, 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 and its Subsidiariesacquired; (ce) pursuant agreements or instruments existing on the Issue Date to any one or more Bank the extent and in the manner such agreements are in effect on the Issue Date, including this Indenture; (f) the Credit Agreements or Vendor Financing Facilities Agreement; (and renewals, extensions, refinancings or refundings thereofg) which is an agreement governing Guarantor Senior Debt permitted to be outstanding incurred under clause this Indenture (other than Guarantor Senior Debt under, or with respect to, the Credit Agreement); provided that, with respect to any agreement governing such Guarantor Senior Debt, the provisions relating to such encumbrance or restriction are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Credit Agreement as in effect on the Issue Date; (h) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (i) restrictions imposed by any agreement to sell assets or (ii) Capital Stock permitted under this Indenture to any Person pending the closing of Section 1007 or clause (vi) or (ix) of Section 1008, PROVIDED that such restriction is consistent with, and not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than, comparable provisions included in similar agreements or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER that, in the case of any such Bank Credit Agreement or Vendor Financing Facility entered into by a Restricted Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008, such encumbrances or restrictions do not prohibit dividends, distributions, loans or advances by such Restricted Subsidiary to the Company or another Restricted Subsidiary to the extent that the failure to make such distribution, loan or advance would result in the Company defaulting in the payment of principal or interest on its indebtednesssale; (dj) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (k) other Indebtedness of Restricted Subsidiaries that are not Guarantors permitted to be incurred pursuant to an agreement effecting a renewalentered into subsequent to the Issue Date in accordance with Section 1014 hereof; provided, refunding however, that the Board of Directors of the Company determines in good faith at the time such dividend and other payment restrictions are created that such dividend and other payment restrictions do not materially adversely affect the Company's ability to pay principal of, and interest on, the Notes; (l) purchase money obligations (including any Capitalized Lease Obligations) relating to property acquired in the ordinary course of business; (m) Liens securing Indebtedness otherwise permitted to be incurred under Section 1008 hereof (including clauses (1) through (10) of Section 1008 hereof) that limit the right of the debtor to dispose of the assets subject to such Liens; and (n) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or extension of Debt Incurred incurred pursuant to an agreement referred to in clause (a) or clauses (b) above or ), (d), (e) belowand (g) through (m) above; provided, PROVIDED, HOWEVERhowever, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction contained in any such Indebtedness are not in the aggregate materially more restrictive (less favorable to the Company as conclusively determined by the Board of Directors of the Company in their reasonable and good faith by the Chief Financial Officer of the Company), taken as a whole, judgment than the provisions relating to such encumbrance or restriction contained in the agreement the subject thereof; agreements referred to in such clauses (b), (d), (e) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Company or a Restricted Subsidiary otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; (f) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business in leases and other agreements; (g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that consummation of such transaction would not result in a Default or an Event of Default, that such restriction terminates if such transaction is not consummated and that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; through (h) pursuant to applicable law or regulations; (i) pursuant to this Indenture and the Securities; or (j) any restriction on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or propertym).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in paragraph (b) below, the Company may will not, and may will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Companyto: (i1) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock owned by to the Company or any other Restricted Subsidiary of the Company or pay any Debt or other obligation Indebtedness owed to the Company or any other Restricted Subsidiary; (ii2) to make loans or advances to the Company or any other Restricted Subsidiary; or (iii3) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, suffer to exist any such encumbrance or restriction: (a) pursuant to any agreement in effect on the Issue Date;. (b) pursuant Paragraph (a) above will not apply to an agreement relating to encumbrances or restrictions existing under or by reason of: (1) applicable law rule, regulation or order; (2) this Indenture or the Notes; (3) customary non-assignment provisions of any contract and customary provisions restricting assignment or subletting in any lease governing a leasehold interest of any Restricted Subsidiary; (4) any instrument governing Acquired DebtIndebtedness not Incurred in connection with, or in anticipation or contemplation of, the relevant acquisition, merger or consolidation, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired and its Subsidiariesacquired; (c5) pursuant to any one or more Bank Credit Agreements or Vendor Financing Facilities (and renewals, extensions, refinancings or refundings thereof) which is permitted to be outstanding under clause (i) or (ii) of Section 1007 or clause (vi) or (ix) of Section 1008, PROVIDED that such restriction is consistent with, and not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than, comparable provisions included in similar agreements or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER that, in the case of any such Bank Credit Agreement or Vendor Financing Facility entered into by a Restricted Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008, such encumbrances or restrictions do not prohibit dividends, distributions, loans or advances by such Restricted Subsidiary to the Company or another Restricted Subsidiary to the extent that the failure to make such distribution, loan or advance would result in the Company defaulting in the payment of principal or interest on its indebtedness; (d) pursuant to an agreement effecting a renewal, refunding or extension of Debt Incurred pursuant to an agreement referred to in clause (a) or (b) above or (e) below, PROVIDED, HOWEVER, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than the provisions contained in the agreement the subject thereof; (e) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Company or a Restricted Subsidiary otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; (f) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business in leases and other agreements; (g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an a binding agreement which has been entered into for the sale or disposition of all Capital Stock or substantially all assets of such Restricted Subsidiary; provided that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary, provided that consummation of such transaction would not result in a Default or an Event of Default, that such restriction terminates if such transaction is not consummated and that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered intoSubsidiary being sold; (h6) pursuant Liens permitted to applicable law or regulationsbe Incurred under Section 3.17; (i7) provisions limiting the payment of dividends in the organizational documents, shareholders’ agreements, joint venture agreements or similar documents of, or related to, Restricted Subsidiaries that are not Wholly- Owned Subsidiaries and which have been entered into in the ordinary course of business; (8) restrictions contained in the terms of Indebtedness incurred pursuant to this Indenture and Section 3.12(2)(d), mortgage financing or Capitalized Lease Obligations Incurred in the Securitiesordinary course of business; orprovided that such restrictions relate only to the assets acquired or financed with such Indebtedness; (j9) encumbrances or restrictions contained in the terms of Indebtedness entered into after the Issue Date so long as such encumbrances or restrictions included therein will not materially impair the Company’s ability to make payments on the Notes when due, in the good faith judgment of the Board of Directors of the Company as certified to the Trustee in an Officers’ Certificate at the time such encumbrances or restrictions are agreed to; (10) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business; (11) customary restrictions imposed on the transfer of copyrighted or patented materials; (12) net worth provisions in leases and other agreements entered into in the ordinary course of business; (13) any customary restriction on the sale ability of a Restricted Subsidiary to pay dividends or make any other disposition distributions or pay any indebtedness to the Company or any other Restricted Subsidiary during the continuance of assets an event of default under Indebtedness other than the Notes; (14) contractual requirements with respect to Indebtedness Incurred in accordance with Section 3.12(2)(i) that are customary for a financing of that type; and (15) an agreement governing Indebtedness Incurred to Refinance the Indebtedness issued, assumed or property securing Debt Incurred pursuant to an agreement referred to in clauses (2), (4), (6), (8) or (9) above; provided that the provisions relating to such encumbrance or restriction contained in any such Indebtedness, taken as a result of a Permitted Lien on whole, are no less favorable in any material respect to the Company than the provisions relating to such assets encumbrance or propertyrestriction contained in agreements referred to in such clause (2), (4), (6), (8) or (9) respectively, above.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company may shall not, and may shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (i) to (a) pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other Restricted Subsidiary of the Company interest or participation in, or measured by, its profits, or (b) pay any Debt Indebtedness or other obligation obligations owed to the Company or any other of its Restricted Subsidiary; Subsidiaries, (ii) to make loans or advances to the Company or any other of its Restricted Subsidiary; or Subsidiaries or (iii) to transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary. Notwithstanding the foregoingSubsidiaries, the Company may, and may permit any Restricted Subsidiary to, suffer to exist any in each case except for such encumbrance encumbrances or restriction: restrictions existing under or by reason of (a) pursuant Existing Indebtedness and the Credit Agreement (and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to any such dividend and other payment restrictions than those contained in the agreement in effect on related to the Issue Date; Existing Indebtedness or the Credit Agreement, as applicable), (b) pursuant the Notes, any Guarantee thereof and this Indenture, (c) applicable law, rule, regulation or order (d) any agreement or other instrument of a Person acquired by the Company or any of its Restricted Subsidiaries, as in effect at the time of such acquisition (except to an the extent such agreement relating to any Acquired Debtwas entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the Equity Interests, properties or assets of any Person, other than the Person so acquired and its Subsidiaries; (c) pursuant to any one Person, or more Bank Credit Agreements the Equity Interests, property or Vendor Financing Facilities (and renewals, extensions, refinancings or refundings thereof) which is permitted to be outstanding under clause (i) or (ii) of Section 1007 or clause (vi) or (ix) of Section 1008, PROVIDED that such restriction is consistent with, and not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer assets of the Company)Person, taken as a whole, than, comparable provisions included in similar agreements or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER so acquired; provided that, in the case of any agreement in respect of Indebtedness, such Bank Credit Agreement or Vendor Financing Facility Indebtedness was permitted by this Indenture, (e) by reason of customary nonassignment provisions in leases, licenses and other similar agreements entered into by a Restricted Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008, such encumbrances or restrictions do not prohibit dividends, distributions, loans or advances by such Restricted Subsidiary to the Company or another Restricted Subsidiary to the extent that the failure to make such distribution, loan or advance would result in the Company defaulting ordinary course of business, (f) Purchase Money Obligations and Capital Lease Obligations for property acquired in the payment ordinary course of principal or interest on its indebtedness; (d) pursuant to an agreement effecting a renewal, refunding or extension business that impose restrictions of Debt Incurred pursuant to an agreement referred to the nature described in clause (a) or (biii) above on the property so acquired or proceeds therefrom, (eg) belowcustomary restrictions in asset or stock sale agreements or joint venture or other similar agreements limiting transfer of such assets or stock pending the closing of such sale or subject to the joint venture, PROVIDED(h) customary nonassignment provisions or restrictions on cash or other deposits or net worth in contracts entered into in the ordinary course of business; (i) Permitted Refinancing Indebtedness, HOWEVER, provided that the provisions restrictions contained in the agreements governing such renewal, refunding or extension agreement relating to such encumbrance or restriction Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being refinanced; (j) secured debt otherwise permitted to be Incurred pursuant to the covenants described under Sections 4.09 and 4.11 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (k) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Company that is incurred subsequent to the Closing Date pursuant to Section 4.09 so long as such encumbrance or restrictions contained in any agreement or instrument will not materially affect the Company’s ability to make anticipated principal or interest payments on the Notes (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than ; (l) any Restricted Investment not prohibited by the provisions contained in the agreement the subject thereof; covenants described under Section 4.10 and any Permitted Investment; or (em) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Company arising or a Restricted Subsidiary otherwise permitted under this Indenture, but only agreed to the extent such restrictions restrict the transfer of the property subject to such security agreement; (f) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business business, not relating to any Indebtedness, and that do not, individually or in leases and other agreements; (g) any restriction with respect to a Restricted Subsidiary the aggregate, detract from the value of property or assets of the Company imposed pursuant or any of its Restricted Subsidiaries in any manner material to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Company and its Restricted Subsidiary, provided that consummation of such transaction would not result in a Default or an Event of Default, that such restriction terminates if such transaction is not consummated and that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; (h) pursuant to applicable law or regulations; (i) pursuant to this Indenture and the Securities; or (j) any restriction on the sale or other disposition of assets or property securing Debt Subsidiaries taken as a result of a Permitted Lien on such assets or propertywhole.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company may will not, and may will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (i) to pay dividends (in cash or otherwise) or make any other distributions in respect of its permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary of the Company or Subsidiary, (ii) pay any Debt or other obligation Indebtedness owed to the Company or any other Restricted Subsidiary; , (iiiii) to make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (iiiiv) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit The foregoing provisions shall not restrict any Restricted Subsidiary to, suffer to exist any such encumbrance encumbrances or restrictionrestrictions: (ai) pursuant to existing on the Closing Date in this Indenture or any agreement other agreements in effect on the Issue Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (bii) pursuant to an agreement relating existing under or by reason of applicable law; (iii) existing with respect to any Acquired DebtPerson or the property or assets of such Person acquired by the Company or any Restricted Subsidiary and existing at the time of such 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 such Person or the property or assets of such Person so acquired and its Subsidiariesacquired; (c) pursuant to any one or more Bank Credit Agreements or Vendor Financing Facilities (and renewals, extensions, refinancings or refundings thereof) which is permitted to be outstanding under clause (i) or (ii) of Section 1007 or clause (vi) or (ix) of Section 1008, PROVIDED that such restriction is consistent with, and not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than, comparable provisions included in similar agreements or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER that, in the case of any such Bank Credit Agreement or Vendor Financing Facility entered into by a Restricted Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008, such encumbrances or restrictions do not prohibit dividends, distributions, loans or advances by such Restricted Subsidiary to the Company or another Restricted Subsidiary to the extent that the failure to make such distribution, loan or advance would result in the Company defaulting in the payment of principal or interest on its indebtedness; (d) pursuant to an agreement effecting a renewal, refunding or extension of Debt Incurred pursuant to an agreement referred to in clause (a) or (b) above or (e) below, PROVIDED, HOWEVER, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than the provisions contained in the agreement the subject thereof; (eiv) in the case of clause (iiiiv) aboveof the first paragraph of this Section 4.05, restrictions contained (A) that restrict in a customary manner the subletting, assignment or transfer of any security 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 (including a Capital Lease Obligation) securing Debt to transfer, option or right with respect to, or Lien on, any property or assets of the Company or a any Restricted Subsidiary not otherwise permitted under prohibited by this Indenture, but only Indenture or (C) arising or agreed to the extent such restrictions restrict the transfer of the property subject to such security agreement; (f) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business business, not relating to any Indebtedness, and that do not, individually or in leases and other agreements;the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; or (gv) any restriction with respect to a Restricted Subsidiary of the Company and imposed pursuant to an agreement which 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. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (1) creating, provided that consummation of such transaction would not result incurring, assuming or suffering to exist any Liens otherwise permitted in a Default Section 4.09 or an Event of Default, that such restriction terminates if such transaction is not consummated and that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; (h2) pursuant to applicable law or regulations; (i) pursuant to this Indenture and the Securities; or (j) any restriction on restricting the sale or other disposition of property or assets of the Company or property securing Debt as a result any of a Permitted Lien on such assets its Restricted Subsidiaries that secure Indebtedness of the Company or propertyany of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company may will not, and may will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Companyto: (i1) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock owned by the Company Stock; (2) make loans or any other Restricted Subsidiary of the Company advances or to pay any Debt Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; (ii) to make loans or advances to the Company or any other Restricted Subsidiary; or (iii3) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, suffer to exist any ; except for such encumbrance encumbrances or restrictionrestrictions existing under or by reason of: (a) pursuant to any agreement in effect on the Issue Dateapplicable law, rule, regulation or order; (b) pursuant this Agreement; (c) customary non-assignment provisions of any contract, license or lease of any Restricted Subsidiary to an agreement relating to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (d) any instrument governing Acquired DebtIndebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries; (c) pursuant to any one or more Bank Credit Agreements the properties or Vendor Financing Facilities (and renewals, extensions, refinancings or refundings thereof) which is permitted to be outstanding under clause (i) or (ii) of Section 1007 or clause (vi) or (ix) of Section 1008, PROVIDED that such restriction is consistent with, and not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer assets of the Company), taken as a whole, than, comparable provisions included in similar agreements or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER that, in the case of any such Bank Credit Agreement or Vendor Financing Facility entered into by a Restricted Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008, such encumbrances or restrictions do not prohibit dividends, distributions, loans or advances by such Restricted Subsidiary to the Company or another Restricted Subsidiary to the extent that the failure to make such distribution, loan or advance would result in the Company defaulting in the payment of principal or interest on its indebtedness; (d) pursuant to an agreement effecting a renewal, refunding or extension of Debt Incurred pursuant to an agreement referred to in clause (a) or (b) above or (e) below, PROVIDED, HOWEVER, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than the provisions contained in the agreement the subject thereofPerson so acquired; (e) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Company or a Restricted Subsidiary otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreementCredit Agreement; (f) in the case of clause (iii) above, customary nonassignment provisions any encumbrance or restriction on a Qualified Container Subsidiary under any agreement entered into in the ordinary course of business in leases and other agreementsconnection with any Qualified Containers Transaction or any related Qualified Containers Indebtedness; (g) any encumbrance or restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been in effect or entered into for on the sale Closing Date (and all replacements or disposition of all substitutions thereof on terms not materially more adverse to the Lenders and not materially less favorable or substantially all of materially more onerous to the Capital Stock or assets of such Company and its Restricted Subsidiary, provided that consummation of such transaction would not result Subsidiaries than those contained in a Default or an Event of Default, that such restriction terminates if such transaction is not consummated and that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into;Existing Indebtedness on the Closing Date) (h) pursuant restrictions on the transfer of assets subject to applicable law or regulationsany Permitted Lien; (i) pursuant customary agreements (i) to sell assets or Capital Stock permitted under this Indenture and Agreement pending the Securities; orclosing of such sale or (ii) relating to the transfer of, or in licenses related to, copyrights, patents or other intellectual property; (j) any restriction on provisions in joint venture agreements and other similar agreements (in each case relating solely to the sale respective joint venture or other disposition of assets similar entity or property securing Debt as a result of a Permitted Lien on such assets or property.the equity interests therein);

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company may not, and may not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Companyto: (ia) to pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by the Company or any other Restricted Subsidiary of the Company or pay any Debt Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; (iib) to make loans or advances to the Company or any other Restricted Subsidiary; or (iiic) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to exist or become effective any such encumbrance or restriction: (ai) pursuant to any agreement in effect on the Issue Date; (bii) pursuant to the Bank Credit Facilities, the Permitted Receivables Financing Facility, Permitted Interest Rate, Currency or Commodity Price Agreements, this Indenture and the Brazilian Credit Facility (provided that any such encumbrances or restrictions contained in the Brazilian Credit Facility are not applicable to any Person, or properties or assets of any Person, other than the Company's Brazilian Subsidiaries); (iii) pursuant to an agreement relating to any Acquired DebtIndebtedness or Liens Incurred by a Person (other than a Subsidiary of the Company that is a Subsidiary of the Company on the Issue Date or any Subsidiary carrying on any of the businesses of any such Subsidiary) prior to the date on which such Person became a Subsidiary of the Company and outstanding on such date and not Incurred in anticipation of becoming a Subsidiary and not Incurred to provide all or any portion of the funds utilized to consummate such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiariesacquired; (c) pursuant to any one or more Bank Credit Agreements or Vendor Financing Facilities (and renewals, extensions, refinancings or refundings thereof) which is permitted to be outstanding under clause (i) or (ii) of Section 1007 or clause (vi) or (ix) of Section 1008, PROVIDED that such restriction is consistent with, and not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than, comparable provisions included in similar agreements or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER that, in the case of any such Bank Credit Agreement or Vendor Financing Facility entered into by a Restricted Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008, such encumbrances or restrictions do not prohibit dividends, distributions, loans or advances by such Restricted Subsidiary to the Company or another Restricted Subsidiary to the extent that the failure to make such distribution, loan or advance would result in the Company defaulting in the payment of principal or interest on its indebtedness; (div) pursuant to an agreement effecting a renewal, refunding or extension Refinancing of Debt Indebtedness Incurred pursuant to an agreement referred to in clause (ai), (ii) or (biii) above or this clause (e) belowiv), PROVIDEDprovided, HOWEVERhowever, that the provisions contained in such renewal, refunding or extension Refinancing agreement relating to such encumbrance or restriction are not materially not, in the aggregate, more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, any material respect than the provisions contained in the agreement being Refinanced, as determined in good faith by and in the subject thereofreasonable judgment of the Board of Directors and evidenced by a resolution of the Board of Directors filed with the Trustee; (ev) in the case of clause (iiic) aboveof the preceding paragraph, restrictions contained in any mortgage, security or lease agreement (including a Capital Lease Obligationcapital or operating lease) securing Debt Indebtedness of the Company or a Restricted Subsidiary otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such mortgage, security agreement or lease agreement; (fvi) in the case of clause (iiic) aboveof the preceding paragraph, customary nonassignment provisions entered into in the ordinary course of business consistent with past practice in leases and other agreementscontracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under such contract; (gvii) purchase money obligations for property acquired in the ordinary course of business that impose encumbrances or restrictions of the nature described in clause (c) of the preceding paragraph on the property so acquired; (viii) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided provided, that consummation of such transaction would not result in a Default or an Event of Default, that Default and such restriction terminates if such transaction is not consummated and that such consummation closed or abandonment of such transaction occurs within one year of the date such agreement was entered intoabandoned; (hix) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to applicable law an agreement relating to Indebtedness which is permitted under Section 4.5 hereof or regulations;Liens Incurred by such Foreign Subsidiary; and (ix) pursuant to this Indenture any encumbrance or restriction which by its terms permits the payment of dividends and the Securities; or (j) making of other distributions, the making of loans and advances and the transfer of property or assets to or by the Company and to Restricted Subsidiaries to the extent needed to pay principal, premium, if any restriction and interest on the sale or other disposition Notes as and when required by the terms of assets or property securing Debt as a result of a Permitted Lien on such assets or propertythis Indenture.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company may Borrower shall not, and may shall not permit any Restricted Subsidiary that is not a Credit Party to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary of the Companythat is not a Credit Party to: (i) to (A) pay dividends (in cash or otherwise) or make any other distributions in respect of to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or owned by the Company Borrower or any other Restricted Subsidiary of the Company or (B) pay any Debt or other obligation Indebtedness owed to the Company or any other Restricted SubsidiaryCredit Party; (ii) to make loans or advances to the Company or any other Restricted SubsidiaryCredit Party; or (iii) to sell, lease or transfer any of its property properties or assets to the Company Borrower or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, suffer . (b) The restrictions in Section 9.08(a) shall not apply to exist any such encumbrance encumbrances or restrictionrestrictions existing under or by reason of: (ai) pursuant to any agreement in effect applicable Requirements of Law; (ii) this Agreement and the other Credit Documents; (iii) contractual encumbrances existing on the Issue Closing Date; (biv) pursuant to an purchase money obligations for property acquired in the ordinary course of business and Financing Lease Obligations that impose restrictions of the nature discussed in clause (iii) of Section 9.08(a) hereof on the property so acquired; (v) any agreement relating to or other instrument of a Person acquired by or merged or amalgamated or consolidated with or into the Borrower or any Acquired DebtRestricted Subsidiary in existence at the time of such acquisition or at the time it merges or amalgamates with or into the Borrower or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property or assets so acquired; (c) pursuant to any one or more Bank Credit Agreements or Vendor Financing Facilities (and renewals, extensions, refinancings or refundings thereof) which is permitted to be outstanding under clause (i) or (ii) of Section 1007 or clause (vi) or (ix) contracts for the sale of Section 1008assets, PROVIDED that such restriction is consistent with, and not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer including customary restrictions with respect to a Subsidiary of the Company), taken as a whole, than, comparable provisions included in similar agreements or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER that, in the case of any such Bank Credit Agreement or Vendor Financing Facility entered into by a Restricted Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008, such encumbrances or restrictions do not prohibit dividends, distributions, loans or advances by such Restricted Subsidiary to the Company or another Restricted Subsidiary to the extent that the failure to make such distribution, loan or advance would result in the Company defaulting in the payment of principal or interest on its indebtedness; (d) Borrower pursuant to an agreement effecting a renewal, refunding or extension of Debt Incurred pursuant to an agreement referred to in clause (a) or (b) above or (e) below, PROVIDED, HOWEVER, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than the provisions contained in the agreement the subject thereof; (e) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Company or a Restricted Subsidiary otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; (f) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business in leases and other agreements; (g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) Indebtedness and Liens otherwise permitted to be incurred pursuant to Section 9.01 and Section 9.04. (viii) customary provisions in joint venture agreements and other similar agreements or arrangements relating solely to such joint venture; (ix) customary provisions contained in contracts, leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to Intellectual Property and other agreements, in each case, entered into in the ordinary course of business; (x) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Borrower or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary, ; (xi) any encumbrance or restriction with respect to a Restricted Subsidiary which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that consummation of such transaction would not result in a Default or an Event of Default, that such restriction terminates if such transaction is not consummated and that such consummation or abandonment of such transaction occurs within one year of the date such agreement was not entered intointo in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (hxii) other Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Closing Date pursuant to applicable law or regulationsSection 9.04 hereof; provided that, in the judgment of the Borrower, such incurrence will not materially impair any Credit Party's ability to make payments under the Obligations when due; (xiii) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets that are the subject of such agreements; (xiv) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Borrower or any Restricted Subsidiary; (xv) customary provisions restricting assignment of any agreement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business; (xvi) restrictions arising in connection with cash or other deposits permitted pursuant to Section 9.01; and (xvii) restrictions on cash or other deposits or net worth imposed by (i) pursuant to this Indenture and customers, lenders or suppliers or (ii) other third parties under contracts entered into in the Securitiesordinary course of business or arising in connection with any Permitted Liens; or (jxviii) any restriction on encumbrances or restrictions of the sale type referred to in clauses (i), (ii) and (iii) of Section 9.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xvii) of this Section 9.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive in any material respect with respect to such encumbrance and other disposition of assets or property securing Debt restrictions taken as a result of a Permitted Lien on whole than those prior to such assets amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or propertyrefinancing.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company may will not, and may will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist come into existence or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Companyto: (i1) to pay dividends (in cash or otherwise) or make any other distributions in respect of distribution on its Capital Stock owned by to the Company or any other Restricted Subsidiary of the Company or Subsidiary; (2) pay any Debt or other obligation Indebtedness owed to the Company or any other Restricted Subsidiary; (ii3) to make loans or advances to the Company or any other Restricted Subsidiary; or (iii4) to transfer any of its property properties or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing. (b) However, the Company may, and may permit Section 4.10(a) will not prohibit any Restricted Subsidiary to, suffer to exist any such encumbrance or restrictionrestriction created, existing or becoming effective under or by reason of: (a1) pursuant to any agreement (including the Senior Credit Facility, the Intercreditor Agreement and the Security Documents) in effect on the Issue Date; (b2) pursuant any agreement or instrument with respect to an a Person that was not a Restricted Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes (or became) a Restricted Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other than such Subsidiary which is becoming a Restricted Subsidiary; (3) any agreement relating to or instrument governing any Acquired DebtDebt or other agreement of any Person or related to assets acquired by or merged into or consolidated with the Company or any Restricted Subsidiaries, which so long as such encumbrance or restriction (A) was not entered into in contemplation of the acquisition, merger or consolidation transaction, and (B) is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the property or assets or subsidiaries of the Person, so acquired and its Subsidiariesacquired, so long as the agreement containing such restriction does not violate any other provision of this Indenture; (c4) pursuant any applicable law or any requirement of any regulatory body; (5) the security documents evidencing any Liens securing obligations or Indebtedness that limit the right of the debtor to any one or more Bank Credit Agreements or Vendor Financing Facilities (and renewals, extensions, refinancings or refundings thereof) which is dispose of the assets subject to such Liens; provided that such Liens are permitted to be outstanding incurred under clause Section 4.08; (i6) provisions restricting subletting or (ii) assignment of Section 1007 or clause (vi) or (ix) of Section 1008, PROVIDED that such restriction is consistent with, and not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer any lease governing a leasehold interest of the Company)Company or any Restricted Subsidiary, taken as a wholeor restrictions in licenses relating to the property covered thereby, than, comparable provisions included or other encumbrances or restrictions in similar agreements or facilities extended instruments relating to comparable credits engaged in specific assets or property that restrict generally the Telecommunications Business and PROVIDED FURTHER thattransfers of such assets or property, in the case of any such Bank Credit Agreement or Vendor Financing Facility entered into by a Restricted Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008provided, however, that such encumbrances or restrictions do not prohibit dividendsmaterially impact the ability of the Company to make payments on the Notes when due as required by the terms of this Indenture; (7) asset sale agreements with respect to asset sales permitted to be made under Section 4.14 that limit the transfer of such assets pending the closing of such sale; (8) shareholders’, distributionspartnership, loans joint venture and similar agreements entered into in the ordinary course of business; provided, however, that such encumbrances or advances restrictions do not apply to any Restricted Subsidiaries other than the applicable company, partnership, joint venture or other entity; and provided, further, however, that such encumbrances and restrictions do not materially impact the ability of the Company to make payments on the Notes when due as required by such Restricted Subsidiary to the terms of this Indenture; (9) cash or other deposits, or net worth requirements or similar requirements, imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (10) any other Credit Facility governing debt of the Company or another Restricted Subsidiary any Guarantor, permitted to the extent be incurred under Section 4.06; provided, however, that the failure to make such distribution, loan encumbrances or advance would result restrictions are not (in the view of the Board of Directors of the Company defaulting as expressed in the payment of principal or interest on its indebtedness; (da board resolution thereof) pursuant to an agreement effecting a renewal, refunding or extension of Debt Incurred pursuant to an agreement referred to in clause (a) or (b) above or (e) below, PROVIDED, HOWEVER, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company)restrictive, taken as a whole, than the provisions those contained in the agreement the subject thereofSenior Credit Facility; (e11) customary restrictions on the disposition or distribution of assets or property in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Company or a Restricted Subsidiary otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; (f) in the case of clause (iii) above, customary nonassignment provisions agreements entered into in the ordinary course of business the Oil and Gas Business of the types described in leases and other agreements;the definition of Permitted Business Investments; and (g12) this Indenture, or any restriction with agreement, amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (11), or in this clause (12); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect to taken as a Restricted Subsidiary of the Company imposed whole than those under or pursuant to an the agreement which has been entered into for the sale so extended, renewed, refinanced or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that consummation of such transaction would not result in a Default or an Event of Default, that such restriction terminates if such transaction is not consummated and that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; (h) pursuant to applicable law or regulations; (i) pursuant to this Indenture and the Securities; or (j) any restriction on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or propertyreplaced.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company may shall not, and may shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company (i) to pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by the Company or any other Restricted Subsidiary of the Company or to pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary; ; (ii) to make loans or advances to the Company or any other Restricted Subsidiary; or or (iii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. . (b) Notwithstanding the foregoingforegoing limitation, the Company may, and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to exist any such encumbrance or restriction: restriction (ai) pursuant to any agreement in effect on March 31, 1997; (ii) any customary encumbrance or restriction applicable to a Restricted Subsidiary that is contained in an agreement or instrument governing or relating to Debt contained in any Credit Facilities or Purchase Money Debt, provided that the Issue Date; provisions of such agreement permit the payment of interest and mandatory payment or prepayment of principal pursuant to the terms of this Indenture and the Securities and other Debt that is solely an obligation of the Company, but provided further that such agreement may nevertheless contain customary net worth, leverage, NYDOCS01/566567 3 invested capital and other financial covenants, customary covenants regarding the merger of or sale of all or any substantial part of the assets of the Company or any Restricted Subsidiary, customary restrictions on transactions with Affiliates, and customary subordination provisions governing Debt owed to the Company or any Restricted Subsidiary; (biii) pursuant to an agreement relating to any Acquired Debt, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries; acquired; (c) pursuant to any one or more Bank Credit Agreements or Vendor Financing Facilities (and renewals, extensions, refinancings or refundings thereof) which is permitted to be outstanding under clause (i) or (ii) of Section 1007 or clause (vi) or (ix) of Section 1008, PROVIDED that such restriction is consistent with, and not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than, comparable provisions included in similar agreements or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER that, in the case of any such Bank Credit Agreement or Vendor Financing Facility entered into by a Restricted Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008, such encumbrances or restrictions do not prohibit dividends, distributions, loans or advances by such Restricted Subsidiary to the Company or another Restricted Subsidiary to the extent that the failure to make such distribution, loan or advance would result in the Company defaulting in the payment of principal or interest on its indebtedness; (div) pursuant to an agreement effecting a renewal, refunding refunding, permitted refinancing or extension of Debt Incurred pursuant to an agreement referred to in clause (ai), (ii) or (iii) of this paragraph (b) above or (e) below), PROVIDEDprovided, HOWEVERhowever, that the provisions contained in such renewal, refunding refunding, permitted refinancing or extension agreement relating to such encumbrance or restriction are not materially no more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, any material respect than the provisions contained in the agreement the subject thereof; ; (ev) in the case of clause (iii) aboveof paragraph (a) of this Section 1014, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Company or a Restricted Subsidiary otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; ; (fvi) in the case of clause (iii) aboveof paragraph (a) of this Section 1014, customary nonassignment provisions entered into in the ordinary course of business in leases and other agreements; agreements and customary restrictions contained in asset sale agreements limiting the transfer of such property or assets pending the closing of such sale; (gvii) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that the consummation of such transaction would not result in a Default or an Event of Default, that such restriction terminates if such transaction is not consummated and that such the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; ; (hviii) pursuant to applicable law or regulations; law; and (iix) pursuant to this Indenture Indenture, the Securities, notes issued under the Senior Note Indentures and the Securities; or (j) any restriction on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or propertySenior Note Indentures.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company may will not, and may will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the CompanyCompany to: (i1) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock owned by Stock; (2) make loans or advances to the Company or any other Restricted Subsidiary of the Company or to pay any Debt Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; (ii) to make loans or advances to Subsidiary of the Company or any other Restricted SubsidiaryCompany; or (iii3) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding Subsidiary of the foregoingCompany, the Company may, and may permit any Restricted Subsidiary to, suffer to exist any except in each case for such encumbrance encumbrances or restrictionrestrictions existing under or by reason of: (a) pursuant to any agreement in effect on the Issue Dateapplicable law; (b) pursuant to an this Indenture, the Notes, the Guarantees and the Security Documents; (c) the Credit Agreement and the security agreements and other collateral documents relating thereto; (d) any agreement relating to any or instrument governing Acquired DebtIndebtedness, 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 acquired; (e) agreements existing on the Issue Date to the extent and in the manner such encumbrances and restrictions are in effect on the Issue Date; (f) restrictions on the transfer of assets subject to any Lien permitted by this Indenture imposed by the holder of such Lien; (g) restrictions imposed by any agreement to sell assets or Capital Stock permitted by this Indenture to any Person pending the closing of such sale; (h) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (A) agreements or instruments that restrict the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) provisions arising or agreed to in the ordinary course of business not relating to any Indebtedness that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any of its Restricted Subsidiaries in any manner material to the Company or any of its Restricted Subsidiaries; (cj) pursuant to any one restrictions contained in the terms of Purchase Money Indebtedness or more Bank Credit Agreements or Vendor Financing Facilities (and renewals, extensions, refinancings or refundings thereof) which is permitted to be outstanding under clause (i) or (ii) Capitalized Lease Obligations not incurred in violation of Section 1007 or clause (vi) or (ix) of Section 1008, PROVIDED this Indenture; provided that such restriction is consistent withrestrictions relate only to the property financed with such Indebtedness, and restrictions contained in the terms of any other Indebtedness not materially more restrictive incurred in violation of this Indenture; (as conclusively determined k) provisions in good faith by the Chief Financial Officer of the Company), taken as a whole, than, comparable provisions included in similar agreements or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER that, in the case of any such Bank Credit Agreement or Vendor Financing Facility entered into by a Restricted Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008, such encumbrances or restrictions do not instruments which prohibit dividends, distributions, loans or advances by such Restricted Subsidiary to the Company or another Restricted Subsidiary to the extent that the failure to make such distribution, loan or advance would result in the Company defaulting in the payment of principal dividends or interest the making of other distributions with respect to any Capital Stock of a Person other than on its indebtedness;a pro rata basis; and (dl) pursuant to an agreement effecting a renewalgoverning Indebtedness incurred to Refinance the Indebtedness issued, refunding assumed or extension of Debt Incurred incurred pursuant to an agreement referred to in clause (a) or clauses (b) above or through (ef) belowabove; provided, PROVIDED, HOWEVERhowever, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction contained in any such Indebtedness are not materially more restrictive (no less favorable to the Company in any material respect as conclusively determined by the Board of Directors of the Company in their reasonable and good faith by the Chief Financial Officer of the Company), taken as a whole, judgment than the provisions relating to such encumbrance or restriction contained in the agreement the subject thereof; agreements referred to in such clauses (eb) in the case of clause through (iii) above, restrictions f). Nothing contained in any security agreement (including a Capital Lease Obligation) securing Debt of this Section 4.8 shall prevent the Company or a any of its Restricted Subsidiary Subsidiaries from creating, incurring, assuming or suffering to exist any Liens otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; (f) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business in leases and other agreements; (g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that consummation of such transaction would not result in a Default or an Event of Default, that such restriction terminates if such transaction is not consummated and that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; (h) pursuant to applicable law or regulations; (i) pursuant to this Indenture and the Securities; or (j) any restriction on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or propertySection 4.12 hereof.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company may not, and may not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company Company (i) to pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by the Company or any other Restricted Subsidiary of the Company or pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary; ; (ii) to make loans or advances to the Company or any other Restricted Subsidiary; or or (iii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, suffer to exist any such encumbrance or restriction: restriction (a) pursuant to any agreement in effect on the Issue Date; ; (b) pursuant to an agreement relating to any Acquired Debt, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries; ; (c) pursuant to any one or more Bank Credit Agreements or Vendor Financing Facilities (and renewals, extensions, refinancings or refundings thereof) which is permitted to be outstanding under clause (i) or (ii) of Section 1007 or clause (vi) or (ix) of Section 10081007, PROVIDED provided that such restriction is consistent with, and not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than, comparable provisions included in similar agreements or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER that, in the case of any such Bank Credit Agreement or Vendor Financing Facility entered into by a Restricted Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008, such encumbrances or restrictions do not prohibit dividends, distributions, loans or advances by such Restricted Subsidiary to the Company or another Restricted Subsidiary to the extent that the failure to make such distribution, loan or advance would result in the Company defaulting in the payment of principal or interest on its indebtedness; Business; (d) pursuant to an agreement effecting a renewal, refunding or extension of Debt Incurred pursuant to an agreement referred to in clause (a) or (b) above or (e) below, PROVIDEDprovided, HOWEVERhowever, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than the provisions contained in the agreement the subject thereof; ; (e) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Company or a Restricted Subsidiary otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; ; (f) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business in leases and other agreements; ; (g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that consummation of such transaction would not result in a Default or an Event of Default, that such restriction terminates if such transaction is not consummated and that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; ; (h) pursuant to applicable law or regulations; ; (i) pursuant to this Indenture and the Securities; or or (j) any restriction on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or property.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company may shall not, and may shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (ia) to pay dividends (dividends, in cash or otherwise) , or make any other distributions on or in respect of its any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary of the Company or Subsidiary, (b) pay any Debt or other obligation Indebtedness owed to the Company or any other Restricted Subsidiary; , (iic) to make loans or advances to Investments in the Company or any other Restricted Subsidiary; or , (iiid) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, Subsidiary or (e) guarantee any Indebtedness of the Company mayor any other Restricted Subsidiary, and may permit any Restricted Subsidiary to, suffer to exist any except for such encumbrance encumbrances or restriction: restrictions existing under or by reason of (ai) pursuant to any agreement in effect on the Issue Date; , (bii) pursuant to an applicable law, (iii) customary non-assignment provisions in leases entered into in the ordinary course of business and other agreements of the Company or any Restricted Subsidiary, (iv) any agreement relating to or other instrument of a Person acquired by the Company or any Acquired DebtRestricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries; (c) pursuant to any one Person, or more Bank Credit Agreements the property or Vendor Financing Facilities (and renewals, extensions, refinancings or refundings thereof) which is permitted to be outstanding under clause (i) or (ii) of Section 1007 or clause (vi) or (ix) of Section 1008, PROVIDED that such restriction is consistent with, and not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer assets of the Company)Person, taken as a wholeso acquired, than, comparable provisions included in similar agreements or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER that, in the case (v) customary restrictions on transfers of any such Bank Credit Agreement or Vendor Financing Facility entered into by a Restricted Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008, such encumbrances or restrictions do not prohibit dividends, distributions, loans or advances by such Restricted Subsidiary to the Company or another Restricted Subsidiary to the extent that the failure to make such distribution, loan or advance would result in the Company defaulting in the payment of principal or interest on its indebtedness; (d) pursuant to an agreement effecting a renewal, refunding or extension of Debt Incurred pursuant to an agreement referred to in clause (a) or (b) above or (e) below, PROVIDED, HOWEVER, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than the provisions contained in the agreement the subject thereof; (e) in the case of clause (iii) above, restrictions property contained in any security agreement (including a Capital Lease Obligationcapital lease obligation) securing Debt Indebtedness of the Company or a Restricted Subsidiary otherwise permitted under this Indenturehereunder, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; (f) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business in leases and other agreements; (gvi) any encumbrance or restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted SubsidiarySubsidiary permitted under Section 1017, provided (vii) any agreement or instrument governing or relating to Indebtedness under any senior financing facility permitted to be incurred under clause (g), (j) or (m) of the definition of "Permitted Indebtedness" if such encumbrance or restriction applies only (A) to amounts which at any point in time (other than during such periods as are described in the following clause (B)) (1) exceed scheduled amounts due and payable (or which are to become due and payable within 30 days) in respect of the Notes or this Indenture for interest, premium, and Liquidated Damages, if any, and principal less the amount of cash that consummation is otherwise available to the Company at such time for the payment of interest, premium and Liquidated Damages, if any, and principal due and payable in respect of the Notes or this Indenture or (2) if paid, would result in an event described in the following clause (B) of this sentence, or (B) during the pendency of any event that causes, permits or, after notice or lapse of time, would cause or permit the holder or holders of such transaction would Indebtedness to declare such Indebtedness to be immediately due and payable or to require cash collateralization or cash cover for such Indebtedness for so long as such cash collateralization or cash cover has not result in a Default been provided; (viii) any encumbrance or restriction under the Vendor Credit Facility; (ix) any encumbrance or restriction relating to transfer of property or assets comprising an Event of Default, that such restriction terminates if such transaction is not consummated and that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; (h) Initial System pursuant to applicable law an Incumbent Agreement, and (x) any encumbrance or regulations; restriction under any agreement that extends, renews, refinances or replaces agreements containing the encumbrances or restrictions in the foregoing clauses (i) pursuant through (vi) and (viii), so long as the Board of Directors of the Company determines in good faith that the terms and conditions of any such encumbrances or restrictions, taken as a whole, are no less favorable to this Indenture the Company, any Restricted Subsidiary and the Securities; or (j) any restriction on holders of the sale Notes than those so extended, renewed, refinanced or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or propertyreplaced.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company may not, and may not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company Company (i) to pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by the Company or any other Restricted Subsidiary of the Company or pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary; ; (ii) to make loans or advances to the Company or any other Restricted Subsidiary; or or (iii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, suffer to exist any such encumbrance or restriction: restriction (a) pursuant to any agreement in effect on the Issue Date; ; (b) pursuant to an agreement relating to any Acquired Debt, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries; ; (c) pursuant to any one or more Bank Credit Agreements or Vendor Financing Facilities (and renewals, extensions, refinancings or refundings thereof) which is permitted to be outstanding under clause (i) or (ii) of Section 1007 or clause (vi) or (ix) of Section 10081007, PROVIDED that such restriction is consistent with, and not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than, comparable provisions included in similar agreements or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER that, in the case of any such Bank Credit Agreement or Vendor Financing Facility entered into by a Restricted Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008, such encumbrances or restrictions do not prohibit dividends, distributions, loans or advances by such Restricted Subsidiary to the Company or another Restricted Subsidiary to the extent that the failure to make such distribution, loan or advance would result in the Company defaulting in the payment of principal or interest on its indebtedness; Business; (d) pursuant to an agreement effecting a renewal, refunding or extension of Debt Incurred pursuant to an agreement referred to in clause (a) or (b) above or (e) below, PROVIDED, HOWEVER, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than the provisions contained in the agreement the subject thereof; ; (e) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Company or a Restricted Subsidiary otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the property subject 101 to such security agreement; ; (f) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business in leases and other agreements; ; (g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that consummation of such transaction would not result in a Default or an Event of Default, that such restriction terminates if such transaction is not consummated and that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; ; (h) pursuant to applicable law or regulations; ; (i) pursuant to this Indenture and the Securities; or or (j) any restriction on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or property.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company may will not, and may will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company Company to (i1) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock owned by to the Company or any other of its Restricted Subsidiary of the Company Subsidiaries; (2) make loans or advances or to pay any Debt Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; Subsidiary of the Company; or (ii3) to make loans or advances to the Company or any other Restricted Subsidiary; or (iii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding Subsidiary of the foregoingCompany, the Company may, and may permit except for such encumbrances or restrictions existing under or by reason of: (A) applicable law; (B) this Indenture; (C) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary to, suffer to exist of the Company; (D) any such encumbrance or restriction: (a) pursuant to any agreement in effect on the Issue Date; (b) pursuant to an agreement relating to any instrument governing Acquired DebtIndebtedness, 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 acquired or such Person’s Subsidiaries; (E) agreements existing on the Issue Date to the extent and its Subsidiaries; in the manner such agreements are in effect on the Issue Date; (cF) any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (G) any instrument governing a Permitted Lien, to the extent and only to the extent such instrument restricts the transfer or other disposition of assets subject to such Permitted Lien; (H) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (I) customary provisions in joint venture agreements and other similar agreements; (J) the documentation relating to Indebtedness of Foreign Subsidiaries incurred pursuant to any one or more Bank Credit Agreements or Vendor Financing Facilities (and renewalsthe terms of this Indenture, extensions, refinancings or refundings thereof) which is permitted to be outstanding under clause (i) or (ii) of Section 1007 or clause (vi) or (ix) of Section 1008, PROVIDED provided that such restriction is consistent with, and not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than, comparable provisions included in similar agreements or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER that, in the case of any such Bank Credit Agreement or Vendor Financing Facility entered into by a Restricted Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008, such encumbrances or restrictions do are not prohibit dividends, distributions, loans or advances by such Restricted Subsidiary more restrictive than those contained in the Credit Agreement; (K) the Credit Agreement; (L) the documentation relating to other Indebtedness permitted to be incurred subsequent to the Company or another Restricted Subsidiary Issue Date pursuant to the extent provisions of Section 4.12, provided that the failure to make such distribution, loan encumbrances or advance would result restrictions are not more restrictive than those contained in the Company defaulting Credit Agreement; (M) the documentation relating to Indebtedness of a Securitization Entity in the payment of principal connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; or interest on its indebtedness; (dN) pursuant to an agreement effecting a renewalgoverning Indebtedness incurred to Refinance the Indebtedness issued, refunding assumed or extension of Debt Incurred incurred pursuant to an agreement referred to in clause subclause (aB), (D), (E) or (bK) above or of this clause (e) below3); provided, PROVIDED, HOWEVERhowever, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction contained in any such Indebtedness are not materially more restrictive (no less favorable to the Company in any material respect as conclusively determined by the Board of Directors of the Company in their reasonable and good faith by the Chief Financial Officer of the Company), taken as a whole, judgment than the provisions relating to such encumbrance or restriction contained in the agreement the subject thereof; (e) agreements referred to in the case of such clause (iiiB), (D), (E) above, restrictions or (K) of this clause (3). Nothing contained in any security agreement (including a Capital Lease Obligation) securing Debt of this Section 4.13 shall prevent the Company or a Restricted Subsidiary otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; (f) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business in leases and other agreements; (g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant from creating, incurring, assuming or suffering to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that consummation of such transaction would not result in a Default or an Event of Default, that such restriction terminates if such transaction is not consummated and that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; (h) pursuant to applicable law or regulations; (i) pursuant to this Indenture and the Securities; or (j) exist any restriction on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or propertyLiens.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company may will not, and may will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (i) to pay dividends (in cash or otherwise) or make any other distributions in respect of its permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary of the Company or Subsidiary, (ii) pay any Debt or other obligation Indebtedness owed to the Company or any other Restricted Subsidiary; , (iiiii) to make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary or (iiiiv) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit The foregoing provisions shall not restrict any Restricted Subsidiary to, suffer to exist any such encumbrance encumbrances or restrictionrestrictions: (ai) pursuant to existing on the Closing Date in the Credit Agreement, this Indenture or any agreement other agreements in effect on the Issue DateClosing Date (and upon consummation of the Stone Transaction, existing on the Stone Transaction Date in the Stone Credit Agreement or any other agreements in effect on the Stone Transaction Date under which Stone or any of its Subsidiaries is a party or any of their assets are bound), and any extensions, refinancings, renewals or replacements of any of the foregoing; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are not materially less favorable taken as a whole to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (bii) pursuant to an agreement relating existing under or by reason of applicable law; (iii) existing with respect to any Acquired DebtPerson or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, which 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 such Person or the property or assets of such Person so acquired and its Subsidiariesacquired; (c) pursuant to any one or more Bank Credit Agreements or Vendor Financing Facilities (and renewals, extensions, refinancings or refundings thereof) which is permitted to be outstanding under clause (i) or (ii) of Section 1007 or clause (vi) or (ix) of Section 1008, PROVIDED that such restriction is consistent with, and not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than, comparable provisions included in similar agreements or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER that, in the case of any such Bank Credit Agreement or Vendor Financing Facility entered into by a Restricted Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008, such encumbrances or restrictions do not prohibit dividends, distributions, loans or advances by such Restricted Subsidiary to the Company or another Restricted Subsidiary to the extent that the failure to make such distribution, loan or advance would result in the Company defaulting in the payment of principal or interest on its indebtedness; (d) pursuant to an agreement effecting a renewal, refunding or extension of Debt Incurred pursuant to an agreement referred to in clause (a) or (b) above or (e) below, PROVIDED, HOWEVER, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than the provisions contained in the agreement the subject thereof; (eiv) in the case of clause (iiiiv) aboveof the first paragraph of this Section 4.05, restrictions contained (A) that restrict in a customary manner the subletting, assignment or transfer of any security 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 (including a Capital Lease Obligation) securing Debt to transfer, option or right with respect to, or Lien on, any property or assets of the Company or a any Restricted Subsidiary not otherwise permitted under prohibited by this Indenture, but only Indenture or (C) arising or agreed to the extent such restrictions restrict the transfer of the property subject to such security agreement; (f) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business business, not relating to any Indebtedness, and that do not, individually or in leases the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company and other agreementsits Restricted Subsidiaries taken as a whole; (gv) any restriction with respect to a Restricted Subsidiary of the Company and imposed pursuant to an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; (vi) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (vii) any agreement or instrument governing Indebtedness (whether or not outstanding) of any Foreign Subsidiary of the Company permitted to be incurred pursuant to clause (x) under Section 4.03 so long as (1) such agreement or instrument is not applicable to any Person or the property or assets of any Person other than such Foreign Subsidiary or the property or assets of such Restricted Subsidiary, provided that consummation Foreign Subsidiary and its Foreign Subsidiaries and (2) not more than 20% of such transaction would not result Foreign Subsidiary's assets are located in a Default or an Event of Default, that such restriction terminates if such transaction is not consummated and that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into;United States; and (h) pursuant to applicable law or regulations; (i) pursuant to this Indenture and the Securities; or (jviii) any restriction on in any agreement or instrument of a Receivables Subsidiary governing a Qualified Securitization Transaction. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted by Section 4.09 or (2) restricting the sale or other disposition of property or assets of the Company or property securing Debt as a result any of a Permitted Lien on such assets its Restricted Subsidiaries that secure Indebtedness of the Company or propertyany of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company may shall not, and may shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company (i) to pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by the Company or any other Restricted Subsidiary of the Company or to pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary; ; (ii) to make loans or advances to the Company or any other Restricted Subsidiary; or or (iii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. . (b) Notwithstanding the foregoingforegoing limitation, the Company may, and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to exist any such encumbrance or restriction: restriction (ai) pursuant to any agreement in effect on March 31, 1997; (ii) any customary encumbrance or restriction applicable to a Restricted Subsidiary that is contained in an agreement or instrument governing or relating to Debt contained in any Credit Facilities or Purchase Money Debt, provided that the Issue Date; provisions of such agreement permit the payment of interest and mandatory payment or prepayment of principal pursuant to the terms of this Indenture and the Securities and other Debt that is solely an obligation of the Company, but provided further that such agreement may nevertheless contain customary net worth, leverage, invested capital and other financial covenants, customary covenants regarding the merger of or sale of all or any substantial part of the assets of the Company or any Restricted Subsidiary, customary restrictions on transactions with Affiliates, and customary subordination provisions governing Debt owed to the Company or any Restricted Subsidiary; (biii) pursuant to an agreement relating to any Acquired Debt, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries; acquired; (c) pursuant to any one or more Bank Credit Agreements or Vendor Financing Facilities (and renewals, extensions, refinancings or refundings thereof) which is permitted to be outstanding under clause (i) or (ii) of Section 1007 or clause (vi) or (ix) of Section 1008, PROVIDED that such restriction is consistent with, and not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than, comparable provisions included in similar agreements or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER that, in the case of any such Bank Credit Agreement or Vendor Financing Facility entered into by a Restricted Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008, such encumbrances or restrictions do not prohibit dividends, distributions, loans or advances by such Restricted Subsidiary to the Company or another Restricted Subsidiary to the extent that the failure to make such distribution, loan or advance would result in the Company defaulting in the payment of principal or interest on its indebtedness; (div) pursuant to an agreement effecting a renewal, refunding refunding, permitted refinancing or extension of Debt Incurred pursuant to an agreement referred to in clause (ai), (ii) or (iii) of this paragraph (b) above or (e) below), PROVIDEDprovided, HOWEVERhowever, that the provisions contained in such renewal, refunding refunding, permitted refinancing or extension agreement relating to such encumbrance or restriction are not materially no more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, any material respect than the provisions contained in the agreement the subject thereof; ; (ev) in the case of clause (iii) aboveof paragraph (a) of this Section 1014, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Company or a Restricted Subsidiary otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; ; (fvi) in the case of clause (iii) aboveof paragraph (a) of this Section 1014, customary nonassignment provisions entered into in the ordinary course of business in leases and other agreements; agreements and customary restrictions contained in asset sale agreements limiting the transfer of such property or assets pending the closing of such sale; (gvii) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that the consummation of such transaction would not result in a Default or an Event of Default, that such restriction terminates if such transaction is not consummated and that such the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; ; (hviii) pursuant to applicable law or regulations; law; and (iix) pursuant to this Indenture and the Securities; or (j) any restriction on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or property.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company may shall not, and may shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company (i) to pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by the Company or any other Restricted Subsidiary of the Company or to pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary; ; (ii) to make loans or advances to the Company or any other Restricted Subsidiary; or or (iii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. . (b) Notwithstanding the foregoingforegoing limitation, the Company may, and may permit any Restricted Subsidiary to, create or otherwise cause or suffer to exist any such encumbrance or restriction: restriction (ai) pursuant to any agreement in effect on March 31, 1997; (ii) any customary encumbrance or restriction applicable to a Restricted Subsidiary that is contained in an agreement or instrument governing or relating to Debt contained in any Credit Facilities or Purchase Money Debt, provided that the Issue Date; provisions of such agreement permit the payment of interest and mandatory payment or prepayment of principal pursuant to the terms of this Indenture and the Securities and other Debt that is solely an obligation of the Company, but provided further that such agreement may nevertheless contain customary net worth, leverage, NYDOCS01/571795 3 invested capital and other financial covenants, customary covenants regarding the merger of or sale of all or any substantial part of the assets of the Company or any Restricted Subsidiary, customary restrictions on transactions with Affiliates, and customary subordination provisions governing Debt owed to the Company or any Restricted Subsidiary; (biii) pursuant to an agreement relating to any Acquired Debt, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries; acquired; (c) pursuant to any one or more Bank Credit Agreements or Vendor Financing Facilities (and renewals, extensions, refinancings or refundings thereof) which is permitted to be outstanding under clause (i) or (ii) of Section 1007 or clause (vi) or (ix) of Section 1008, PROVIDED that such restriction is consistent with, and not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than, comparable provisions included in similar agreements or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER that, in the case of any such Bank Credit Agreement or Vendor Financing Facility entered into by a Restricted Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008, such encumbrances or restrictions do not prohibit dividends, distributions, loans or advances by such Restricted Subsidiary to the Company or another Restricted Subsidiary to the extent that the failure to make such distribution, loan or advance would result in the Company defaulting in the payment of principal or interest on its indebtedness; (div) pursuant to an agreement effecting a renewal, refunding refunding, permitted refinancing or extension of Debt Incurred pursuant to an agreement referred to in clause (ai), (ii) or (iii) of this paragraph (b) above or (e) below), PROVIDEDprovided, HOWEVERhowever, that the provisions contained in such renewal, refunding refunding, permitted refinancing or extension agreement relating to such encumbrance or restriction are not materially no more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, any material respect than the provisions contained in the agreement the subject thereof; ; (ev) in the case of clause (iii) aboveof paragraph (a) of this Section 1014, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Company or a Restricted Subsidiary otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; ; (fvi) in the case of clause (iii) aboveof paragraph (a) of this Section 1014, customary nonassignment provisions entered into in the ordinary course of business in leases and other agreements; agreements and customary restrictions contained in asset sale agreements limiting the transfer of such property or assets pending the closing of such sale; (gvii) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that the consummation of such transaction would not result in a Default or an Event of Default, that such restriction terminates if such transaction is not consummated and that such the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; ; (hviii) pursuant to applicable law or regulations; law; and (iix) pursuant to this Indenture Indenture, the Securities, notes issued under the Senior Note Indentures and the Securities; or (j) any restriction on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or propertySenior Note Indentures.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company may shall not, and may shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company (iexcept a Foreign Subsidiary) to (a) pay dividends (dividends, in cash or otherwise) , or make any other distributions on or in respect of its Capital Stock owned by to the Company or any other Restricted Subsidiary of the Company or Subsidiary, (b) pay any Debt or other obligation Indebtedness owed to the Company or any other Restricted Subsidiary; , (iic) to make loans or advances to an Investment in the Company or any other Restricted Subsidiary; or Subsidiary or (iiid) to transfer any of its property Properties or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, suffer to exist any except for such encumbrance encumbrances or restriction: restrictions (ai) pursuant to this Indenture, the Existing Indentures, the Credit Agreement or any agreement in effect or entered into on the Issue Date; , (bii) pursuant to an any agreement relating to or other instrument of a Person acquired by the Company or any Acquired DebtRestricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any other Person, or the properties Properties or assets of any other Person, other than the Person so acquired and its Subsidiaries; (c) pursuant to any one Person, or more Bank Credit Agreements the Property or Vendor Financing Facilities (and renewals, extensions, refinancings or refundings thereof) which is permitted to be outstanding under clause (i) or (ii) of Section 1007 or clause (vi) or (ix) of Section 1008, PROVIDED that such restriction is consistent with, and not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer assets of the Company)Person, taken as a wholeso acquired, than, comparable provisions included in similar agreements or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER that, in the case of any such Bank Credit Agreement or Vendor Financing Facility entered into by a Restricted Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008, such encumbrances or restrictions do not prohibit dividends, distributions, loans or advances by such Restricted Subsidiary to the Company or another Restricted Subsidiary to the extent that the failure to make such distribution, loan or advance would result in the Company defaulting in the payment of principal or interest on its indebtedness; (d) pursuant to an agreement effecting a renewal, refunding or extension of Debt Incurred pursuant to an agreement referred to in clause (a) or (b) above or (e) below, PROVIDED, HOWEVER, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than the provisions contained in the agreement the subject thereof; (e) in the case of clause (iii) above, that constitute customary restrictions contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Company or a Restricted Subsidiary otherwise permitted under this Indenture, but only leases and licenses relating to the extent such restrictions restrict the transfer of the property subject to such security agreement; (f) in the case of clause (iii) above, customary nonassignment provisions Property covered thereby and entered into in the ordinary course of business business, (iv) contained in leases agreements governing Indebtedness permitted to be incurred in accordance with this Indenture provided that the restrictions are not materially more restrictive in the aggregate than the restrictions contained in this Indenture, or (v) existing under any agreement that extends, renews, refinances or replaces (in whole or in part, and other agreements; whether or not such prior agreements remain outstanding) the agreements containing the restrictions in the foregoing clauses (gi), (ii), (iii) and (iv) provided that the terms and conditions of any restriction with respect such restrictions are not materially less favorable to a Restricted Subsidiary the Holders of the Company imposed Securities than those under or pursuant to an the agreement which has been entered into for evidencing the sale Indebtedness so extended, renewed, refinanced or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that consummation of such transaction would not result in a Default or an Event of Default, that such restriction terminates if such transaction is not consummated and that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; (h) pursuant to applicable law or regulations; (i) pursuant to this Indenture and the Securities; or (j) any restriction on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or propertyreplaced.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company may not, and may not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the CompanySubsidiary: (ia) to pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by the Company or any other Restricted Subsidiary of the Company or pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary; (iib) to make loans or advances to the Company or any other Restricted Subsidiary; or (iiic) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, suffer to exist any such encumbrance or restriction: (a) imposed pursuant to any agreement in effect on the Issue DateClosing Date (including the Senior Credit Facility); (b) imposed pursuant to an agreement relating to any Acquired DebtDebt Incurred by a Person (other than a Restricted Subsidiary existing on the Closing Date or any Restricted Subsidiary carrying on any of the businesses of any such Restricted Subsidiary) prior to the date on which such Person became a Restricted Subsidiary and outstanding on such date and not Incurred in anticipation of becoming a Restricted Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiariesacquired, provided that the Incurrence of such Debt is permitted by Section 3.01 hereof; (c) pursuant to any one or more Bank Credit Agreements or Vendor Financing Facilities (and renewals, extensions, refinancings or refundings thereof) which is permitted to be outstanding under clause (i) or (ii) of Section 1007 or clause (vi) or (ix) of Section 1008, PROVIDED that such restriction is consistent with, and not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than, comparable provisions included in similar agreements or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER that, in the case of any such Bank Credit Agreement or Vendor Financing Facility entered into by a Restricted Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008, such encumbrances or restrictions do not prohibit dividends, distributions, loans or advances by such Restricted Subsidiary to the Company or another Restricted Subsidiary to the extent that the failure to make such distribution, loan or advance would result in the Company defaulting in the payment of principal or interest on its indebtedness; (d) imposed pursuant to an agreement effecting a renewal, refunding or extension of Debt Incurred pursuant to an agreement referred to in clause (a) or (b) above or (e) belowof this paragraph; provided, PROVIDED, HOWEVERhowever, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company)restrictive, taken as a whole, than the provisions contained in the agreement the subject thereof; (ed) in the case of a restriction described in clause (iiic) aboveof the preceding paragraph, restrictions contained in any security agreement (including a Capital Lease Obligationcapital lease) securing Debt of the Company or a Restricted Subsidiary otherwise permitted under this the Indenture, but only to the extent such restrictions restrict the transfer of the assets or property subject to such security agreement; (fe) in the case of a restriction described in clause (iiic) aboveof the preceding paragraph, consisting of customary nonassignment provisions entered into in the ordinary course of business in leases and other agreementscontracts to the extent such provisions restrict the transfer or subletting of any such lease or the assignment of rights under any such contract; (f) contained in a franchise or other agreement entered into in the ordinary course of business with an automobile manufacturer and which has terms reasonably customary for such agreements between or among such automobile manufacturer, its dealers and/or the owners of such dealers; (g) any restriction with respect to a Restricted Subsidiary of the Company Subsidiary, imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that consummation of such transaction would not result in a Default or an Event of Default, that such restriction terminates if such transaction is not consummated and that such consummation closed or abandonment of such transaction occurs within one year of the date such agreement was entered into;abandoned; or (h) pursuant to applicable law in bona fide contracts for the sale of any property or regulations;assets; or (i) pursuant to this Indenture and if such encumbrance or restriction is the Securities; or (j) any restriction on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets applicable laws or propertyregulations.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company may Holdings will not, and may will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of the CompanyHoldings to: (i1) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock owned by the Company Holdings or any Restricted Subsidiary of Holdings; (2) make loans or advances to Holdings or any Restricted Subsidiary of Holdings that owns Capital Stock of such Restricted Subsidiary of Holdings or pay any Indebtedness or other obligation owed to Holdings or any other Restricted Subsidiary of the Company or pay any Debt or other obligation owed to the Company or any other Holdings that owns Capital Stock of such Restricted Subsidiary; (ii) to make loans or advances to the Company or any other Restricted SubsidiarySubsidiary of Holdings; or (iii3) to transfer any of its property or assets to the Company Holdings or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Subsidiary of Holdings that owns Capital Stock of such Restricted Subsidiary toof Holdings, suffer to exist any except for such encumbrance encumbrances or restriction:restrictions existing under or by reason of (a) pursuant to any agreement in effect on the Issue Dateapplicable law; (b) pursuant this Indenture, the Notes and the Guarantees; (c) the Credit Agreement and the loan and security documents relating thereto; (d) in the case of clause (3) above, (A) agreements or instruments that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) any transfer of, agreement to an agreement transfer, option or right with respect to, or Lien on, any property or assets of Holdings, or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) provisions arising or agreed to in the ordinary course of business, not relating to any Indebtedness, that do not, individually or in the aggregate, detract from the value of property or assets of Holdings or any of its Restricted Subsidiaries in any manner material to Holdings or any of its Restricted Subsidiaries; (e) any agreement or instrument governing Acquired DebtIndebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries; (c) pursuant to any one or more Bank Credit Agreements the properties or Vendor Financing Facilities (and renewals, extensions, refinancings or refundings thereof) which is permitted to be outstanding under clause (i) or (ii) of Section 1007 or clause (vi) or (ix) of Section 1008, PROVIDED that such restriction is consistent with, and not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer assets of the Company), taken as a whole, than, comparable provisions included in similar agreements or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER that, in the case of any such Bank Credit Agreement or Vendor Financing Facility entered into by a Restricted Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008, such encumbrances or restrictions do not prohibit dividends, distributions, loans or advances by such Restricted Subsidiary to the Company or another Restricted Subsidiary to the extent that the failure to make such distribution, loan or advance would result in the Company defaulting in the payment of principal or interest on its indebtedness; (d) pursuant to an agreement effecting a renewal, refunding or extension of Debt Incurred pursuant to an agreement referred to in clause (a) or (b) above or (e) below, PROVIDED, HOWEVER, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than the provisions contained in the agreement the subject thereof; (e) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Company or a Restricted Subsidiary otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreementPerson so acquired; (f) agreements or instruments existing on the Issue Date to the extent and in the case of clause (iii) above, customary nonassignment provisions entered into manner such encumbrances and restrictions are in effect on the ordinary course of business in leases and other agreementsIssue Date; (g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which 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, any Restricted Subsidiary of such Restricted Subsidiary, provided that consummation Holdings or provisions with respect to the disposition or distribution of such transaction would not result assets or property in a Default joint venture agreements or an Event other similar agreements or arrangements entered into in the ordinary course of Default, that such restriction terminates if such transaction is not consummated and that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered intobusiness; (h) pursuant provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to applicable law or regulationsany class of Capital Stock of a Person other than on a PRO RATA basis; (i) pursuant provisions in agreements or instruments relating to Purchase Money Indebtedness or Capitalized Lease Obligations incurred in compliance with Section 4.9 hereof that impose restrictions of the nature described in clause (3) above on the property acquired; (j) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business; (k) restrictions on the ability of any Foreign Restricted Subsidiary to make dividends or other distributions resulting from the operation of reasonable financial covenants contained in documentation governing Indebtedness of such Subsidiary permitted under this Indenture; (l) restrictions in other Indebtedness incurred in compliance with Section 4.9 hereof; PROVIDED that such restrictions, taken as a whole, are, in the good faith judgment of Holdings' Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clauses (b), (c) and (f) above (m) restrictions on the transfer of assets subject to any Lien permitted under this Indenture and imposed by the Securitiesholder of such Lien; or (jn) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (b), (e), (f), (i), (k) or (l) above; PROVIDED, HOWEVER, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Issuers in any material respect as determined by the Board of Directors of Holdings in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction on the sale contained in agreements referred to in such clause (b), (e), (f), (i), (k) or other disposition (l). Nothing contained in this Section 4.8 shall prevent Holdings or any of assets its Restricted Subsidiaries from creating, incurring, assuming or property securing Debt as a result of a Permitted Lien on such assets or propertysuffering to exist any Liens otherwise permitted in Section 4.12 hereof.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company may not, and may not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company Company (i) to pay dividends (in cash or otherwise) or make any other distributions in respect of its Capital Stock owned by the Company or any other Restricted Subsidiary of the Company or pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary; ; (ii) to make loans or advances to the Company or any other Restricted Subsidiary; or or (iii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, suffer to exist any such encumbrance or restriction: restriction (a) pursuant to any agreement in effect on the Issue Date; ; (b) pursuant to an agreement relating to any Acquired Debt, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries; ; (c) pursuant to any one or more Bank Credit Agreements or Vendor Financing Facilities (and renewals, extensions, refinancings or refundings thereof) which is permitted to be outstanding under clause (i) or (ii) of Section 1007 or clause (vi) or (ix) of Section 10081007, PROVIDED that such restriction is consistent with, and not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than, comparable provisions included in similar agreements or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER that, in the case of any such Bank Credit Agreement or Vendor Financing Facility entered into by a Restricted Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008, such encumbrances or restrictions do not prohibit dividends, distributions, loans or advances by such Restricted Subsidiary to the Company or another Restricted Subsidiary to the extent that the failure to make such distribution, loan or advance would result in the Company defaulting in the payment of principal or interest on its indebtedness; Business; (d) pursuant to an agreement effecting a renewal, refunding or extension of Debt Incurred pursuant to an agreement referred to in clause (a) or (b) above or (e) below, PROVIDED, HOWEVER, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than the provisions contained in the agreement the subject thereof; ; (e) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Company or a Restricted Subsidiary otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; ; (f) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business in leases and other agreements; ; (g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, provided that consummation of such transaction would not result in a Default or an Event of Default, that such restriction terminates if such transaction is not consummated and that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; ; (h) pursuant to applicable law or regulations; ; (i) pursuant to this Indenture and the Securities; or or (j) any restriction on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or property.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company may will not, and may will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Companyto (i1) to pay dividends (in cash or otherwise) or make any other distributions in respect of distribution on its Capital Stock owned by the Company or any other Restricted Subsidiary of the Company interest or participation in or measured by its profits, (2) pay any Debt or other obligation Indebtedness owed to the Company or any other Restricted Subsidiary;, (ii3) to make loans or advances to any Investment in the Company or any other Wholly Owned Restricted Subsidiary; , or (iii4) to transfer any of its property properties or assets to the Company or any other Wholly Owned Restricted Subsidiary. Notwithstanding the foregoingHowever, the Company may, and may permit this covenant will not prohibit any Restricted Subsidiary to, suffer to exist any such encumbrance or restriction: restriction (a1) pursuant to any an agreement in effect on the Issue Date; ; (b2) pursuant with respect to an agreement relating to any Acquired Debta Restricted Subsidiary that is not a Restricted Subsidiary of the Company on the Issue Date, which encumbrance in existence at the time such Person becomes a Restricted Subsidiary of the Company and not incurred in connection with, or restriction is in contemplation of, such Person becoming a Restricted Subsidiary, provided that such encumbrances and restrictions are not applicable to the Company or any Person, Restricted Subsidiary or the properties or assets of the Company or any Person, Restricted Subsidiary other than the Person so acquired and its Subsidiaries; (c) pursuant to any one or more Bank Credit Agreements or Vendor Financing Facilities (and renewals, extensions, refinancings or refundings thereofsuch Subsidiary(ies) which is permitted to be outstanding under clause (iare) or (ii) of Section 1007 or clause (vi) or (ix) of Section 1008, PROVIDED that such restriction is consistent with, and not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than, comparable provisions included in similar agreements or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER that, in the case of any such Bank Credit Agreement or Vendor Financing Facility entered into by becoming a Restricted Subsidiary under clause Subsidiary(ies); (ii3) contained in any Acquired Indebtedness or other agreement of Section 1007 an entity or clause (ix) of Section 1008, such encumbrances related to assets acquired by or restrictions do not prohibit dividends, distributions, loans merged into or advances by such Restricted Subsidiary to consolidated with the Company or another any Restricted Subsidiary to the extent that the failure to make such distribution, loan or advance would result in the Company defaulting in the payment of principal or interest on its indebtedness; (d) pursuant to an agreement effecting a renewal, refunding or extension of Debt Incurred pursuant to an agreement referred to in clause (a) or (b) above or (e) below, PROVIDED, HOWEVER, that the provisions contained in such renewal, refunding or extension agreement relating to so long as such encumbrance or restriction are was not materially more restrictive (as conclusively determined entered into in good faith by the Chief Financial Officer contemplation of the Company)acquisition, taken as a whole, than the merger or consolidation transaction; (4) customary provisions contained in the agreement the subject thereof; (e) in the case of clause (iii) above, restrictions contained in any security agreement (including a Capital Lease Obligation) securing Debt of the Company or a Restricted Subsidiary otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such security agreement; (f) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business in leases and other agreements; (g) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary; provided, however, that the restrictions are applicable only to such Restricted Subsidiary or assets; (5) any encumbrance or restriction existing under or by reason of applicable law, including any applicable laws governing Restricted Subsidiaries of the Company which underwrite and/or reinsure insurance products; (6) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any Restricted Subsidiary; (7) covenants in franchise agreements and/or framework agreements with Manufacturers customary for franchise agreements and/or framework agreements in the automobile retailing industry; (8) any encumbrances or restrictions in security agreements securing Indebtedness (other than Subordinated Indebtedness) of a Restricted Subsidiary permitted to be incurred under this Indenture (including any Vehicle Inventory Indebtedness) (to the extent that such Liens are otherwise incurred in accordance with the provisions of Section 4.12) that restrict the transfer of property subject to such agreements, provided that consummation any such encumbrance or restriction is released to the extent the underlying Lien is released or the related Indebtedness is repaid; and (9) under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing paragraphs (1) through (8), or in this paragraph (9), provided that the terms and conditions of any such transaction would not result encumbrances or restrictions are no more restrictive in a Default any material respect than those under or an Event of Default, that such restriction terminates if such transaction is not consummated and that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; (h) pursuant to applicable law the agreement evidencing the Indebtedness so extended, renewed, refinanced or regulations; (i) pursuant to this Indenture and the Securities; or (j) any restriction on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or propertyreplaced.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company may shall not, and may shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (i) to pay dividends (in cash or otherwise) or make any other distributions in respect of its permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary of the Company or Subsidiary, (ii) pay any Debt or other obligation Indebtedness owed to the Company or any other Restricted Subsidiary that owns, directly or indirectly, any Capital Stock of such Restricted Subsidiary; , (iiiii) to make loans or advances to the Company or any other Restricted Subsidiary; or Subsidiary that owns, directly or indirectly, any Capital Stock of such Restricted Subsidiary or (iiiiv) to transfer any of its property or assets to the Company or any other Restricted Subsidiary that owns, directly or indirectly, any Capital Stock of such Restricted Subsidiary. Notwithstanding the foregoing, the Company may, and may permit . (b) The foregoing provisions shall not prohibit any Restricted Subsidiary to, suffer to exist any such encumbrance encumbrances or restrictionrestrictions: (ai) pursuant to existing on the Issue Date in this Indenture or any other agreement in effect on the Issue Date, and any extension, refinancing, renewal or replacement of any such agreement; PROVIDED that the encumbrances and restrictions in any such extension, refinancing, renewal or replacement 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; (bii) pursuant to an agreement relating existing under or by reason of applicable law; (iii) existing with respect to any Acquired DebtPerson or the property or assets of such Person acquired by the Company or any Restricted Subsidiary, at the time of such 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 such Person or the property or assets of such Person so acquired and its Subsidiariesacquired; (c) pursuant to any one or more Bank Credit Agreements or Vendor Financing Facilities (and renewals, extensions, refinancings or refundings thereof) which is permitted to be outstanding under clause (i) or (ii) of Section 1007 or clause (vi) or (ix) of Section 1008, PROVIDED that such restriction is consistent with, and not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than, comparable provisions included in similar agreements or facilities extended to comparable credits engaged in the Telecommunications Business and PROVIDED FURTHER that, in the case of any such Bank Credit Agreement or Vendor Financing Facility entered into by a Restricted Subsidiary under clause (ii) of Section 1007 or clause (ix) of Section 1008, such encumbrances or restrictions do not prohibit dividends, distributions, loans or advances by such Restricted Subsidiary to the Company or another Restricted Subsidiary to the extent that the failure to make such distribution, loan or advance would result in the Company defaulting in the payment of principal or interest on its indebtedness; (d) pursuant to an agreement effecting a renewal, refunding or extension of Debt Incurred pursuant to an agreement referred to in clause (a) or (b) above or (e) below, PROVIDED, HOWEVER, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are not materially more restrictive (as conclusively determined in good faith by the Chief Financial Officer of the Company), taken as a whole, than the provisions contained in the agreement the subject thereof; (eiv) in the case of clause (iiiiv) aboveof Section 4.08(a) hereof, restrictions contained (A) that restrict in a customary manner the subletting, assignment or transfer of any security 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 (including a Capital Lease Obligation) securing Debt to transfer, option or right with respect to, or Lien on, any property or assets of the Company or a any Restricted Subsidiary Subsidiary, not otherwise permitted under this Indenture, but only prohibited hereby or (C) arising or agreed to the extent such restrictions restrict the transfer of the property subject to such security agreement; (f) in the case of clause (iii) above, customary nonassignment provisions entered into in the ordinary course of business business, not relating to any Indebtedness, and that do not, individually or in leases and other agreements; (g) any restriction with respect to a Restricted Subsidiary the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; or (v) imposed pursuant to an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property or assets of, the Company or a Restricted Subsidiary; PROVIDED that such encumbrance or restriction shall only remain in force during the pendency of such Restricted Subsidiary, provided that consummation of such transaction would not result in a Default acquisition or an Event of Default, that such restriction terminates if such transaction is not consummated and that such consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; (h) pursuant to applicable law or regulations; (i) pursuant to this Indenture and the Securitiesdisposition; or (jvi) imposed pursuant to agreements governing Indebtedness permitted to be Incurred under Sections 4.09(b)(xiii) and (xiv) hereof. (c) Nothing contained in this Section 4.08 shall prevent the Company or any restriction on Restricted Subsidiary from (a) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.13 hereof or (b) restricting the sale or other disposition of property or assets of the Company or property securing Debt as a result any of a Permitted Lien on such assets its Restricted Subsidiaries that secure Indebtedness of the Company or propertyany of its Restricted Subsidiaries.