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

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. Holdings shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to Holdings or any other Restricted Subsidiary; or (c) transfer any of its property or assets to Holdings or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; (2) the Indentures; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements existing on the Issue Date, including, without limitation, the Credit Agreement, to the extent and in the manner such agreements are in effect on the Issue Date; (6) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable, taken as a whole, to Holdings 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 contained in agreements referred to in such clause (2), (4), (5); or (7) restrictions imposed by any agreement to sell, or otherwise dispose of, assets pending the closing of such sale.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. Holdings shall not, and shall not cause or permit Neither the Company nor any of its Restricted Subsidiaries toshall, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to Holdings the Company or any other Restricted Subsidiaryof its Subsidiaries; or (c) transfer any of its property or assets to Holdings or any other Restricted Subsidiarythe Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; , (2) the Indentures; this Indenture, (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary; , (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person Person, so acquired; , (5) agreements permitted under the 9-3/8% Notes Indenture, the 8-3/4% Notes Indenture, the 10-1/2% Notes Indenture, the 8-1/8% Notes Indenture and the 9% Notes Indenture existing on the Issue Date, including, without limitation, Date (including the Credit AgreementAgreement and the Senior Credit Facility, to the extent and in the manner as applicable), as such agreements are from time to time in effect; provided, however, that any amendments or modifications of such agreements which affect the encumbrances or restrictions of the types subject to this Section 4.13 shall not result in such encumbrances or restrictions being less favorable to the Company in any material respect, as determined in good faith by the Board of Directors of the Company, than the provisions as in effect on before giving effect to the Issue Date; respective amendment or modification, (6) an agreement governing Indebtedness incurred to Refinance the effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) aboveabove or any other agreement evidencing Indebtedness permitted under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness refinancing, replacement or substitution agreement or any such other agreement are no not less favorable, taken as a whole, favorable to Holdings the Company in any all material respect respects as determined in good faith by the Board of Directors of Holdings in their reasonable and good faith judgment the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), ) or (5); , or (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by any agreement to sell, or otherwise dispose of, assets pending the closing holder of such saleLien.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. Holdings shall The Company will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to Holdings the Company or any other Restricted SubsidiarySubsidiary of the Company; or (c) transfer any of its property or assets to Holdings the Company or any other Restricted SubsidiarySubsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; (2) the Indenturesthis Indenture; (3) customary non-assignment assignment, subletting or restriction on transfer or net worth provisions of any contract contract, license or any lease governing a leasehold interest of any Restricted SubsidiarySubsidiary of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements existing on the Issue Date, including, without limitation, the Credit Agreement, Date to the extent and in the manner such agreements are in effect on the Issue Date; (6) the Credit Facility; (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (8) any agreement for the sale or disposition of the Capital Stock or assets of any Subsidiary of the Company; provided, that such encumbrances and restrictions are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 4.16 to the extent applicable thereto; or (9) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5) or (56) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable, taken as a whole, favorable to Holdings the Company in any material respect as determined by the Board of Directors of Holdings the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5); ) or (7) restrictions imposed by any agreement to sell, or otherwise dispose of, assets pending the closing of such sale6).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. Holdings shall not, and shall not cause or permit Neither the Company nor any of its Restricted Subsidiaries towill, directly or indirectly, create or otherwise cause or to permit to exist or become effective effective, by operation of the charter of such Subsidiary or by reason of any agreement, instrument, judgement, decree, rule, order, statute or governmental regulation, any encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to Holdings the Company or any other Restricted Subsidiaryof its Subsidiaries; or (c) transfer any of its property or assets to Holdings or any other Restricted Subsidiarythe Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; , (2) the Indentures; this Indenture, (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary; , (4) any instrument governing Acquired IndebtednessIndebtedness or Acquired Preferred Stock, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person Person, so acquired; , (5) agreements existing on the Issue Date, including, without limitation, Date (including the Credit Agreement, to Facility and the extent and in the manner Existing Indenture) as such agreements are from time to time in effect; provided, however, that any amendments or modifications of such agreements that affect the encumbrances or restrictions of the types subject to this Section 4.13 shall not result in such encumbrances or restrictions being less favorable to the Company in any material respect, as determined in good faith by the board of directors of the Company, than the provisions as in effect on before giving effect to the Issue Date; respective amendment or modification, (6) any restriction with respect to such a Subsidiary imposed pursuant to an agreement governing Indebtedness incurred to Refinance entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Subsidiary pending the closing of such sale or disposition, (7) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness refinancing, replacement or substitution agreement are no not less favorable, taken as a whole, favorable to Holdings the Company in any material respect as determined in good faith by the Board board of Directors directors of Holdings in their reasonable and good faith judgment the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4)) or (5) above, (5)8) any agreement or charter provision evidencing Indebtedness or Preferred Stock permitted under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in such agreement or charter provision are not less favorable to the Company in any material respect as determined in good faith by the board of directors of the Company than the provisions relating to such encumbrance or restriction contained in this Indenture, or (79) restrictions on the transfer of assets subject to any Lien imposed by any agreement to sell, or otherwise dispose of, assets pending the closing holder of such saleLien.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. Holdings The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay or guarantee any Indebtedness or other obligation owed to Holdings the Company or any other Restricted SubsidiarySubsidiary of the Company; or (c) transfer any of its property or assets to Holdings the Company or any other Restricted SubsidiarySubsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; (2) the Indenturesthis Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted SubsidiarySubsidiary of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements existing on the Issue Date, including, without limitation, the Credit Agreement, Date to the extent and in the manner such agreements are in effect on the Issue Date; (6) purchase money obligations for property acquired that impose restrictions of the nature described in clause (4) above on the property so acquired; (7) any instrument or agreement governing Indebtedness permitted to be incurred under Section 4.12, which is secured by a Lien permitted to be incurred under Section 4.18, which encumbrance or restriction is not applicable to any property or assets other than the property or assets subject to such Lien; (8) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (5), (6) or (57) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Refinancing Indebtedness are no less favorable, taken as a whole, favorable to Holdings the Company in any material respect as determined by the Board of Directors of Holdings the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5), (6) or (7); or (79) any restrictions imposed by pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or property of any agreement to sell, or otherwise dispose of, assets Restricted Subsidiary that apply pending the closing of such salesale or disposition.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. Holdings shall not, and shall not cause or permit Neither the Company nor any of its Restricted Subsidiaries toshall, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to Holdings the Company or any other Restricted Subsidiaryof its Subsidiaries; or (c) transfer any of its property or assets to Holdings or any other Restricted Subsidiarythe Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; , (2) the Indentures; this Indenture, (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary; , (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person Person, so acquired; , (5) agreements permitted under the 9-3/8% Notes Indenture, the 8-3/4% Notes Indenture, the 10-1/2% Notes Indenture and the 8-1/8% Notes Indenture existing on the Issue Date, including, without limitation, Date (including the Credit AgreementAgreement and the Senior Credit Facility, to the extent and in the manner as applicable), as such agreements are from 42 50 time to time in effect; provided, however, that any amendments or modifications of such agreements which affect the encumbrances or restrictions of the types subject to this Section 4.13 shall not result in such encumbrances or restrictions being less favorable to the Company in any material respect, as determined in good faith by the Board of Directors of the Company, than the provisions as in effect on before giving effect to the Issue Date; respective amendment or modification, (6) an agreement governing Indebtedness incurred to Refinance the effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) aboveabove or any other agreement evidencing Indebtedness permitted under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness refinancing, replacement or substitution agreement or any such other agreement are no not less favorable, taken as a whole, favorable to Holdings the Company in any all material respect respects as determined in good faith by the Board of Directors of Holdings in their reasonable and good faith judgment the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), ) or (5); , or (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by any agreement to sell, or otherwise dispose of, assets pending the closing holder of such saleLien.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. Holdings The Guarantor shall not, and shall will not cause or permit any of its Restricted Subsidiaries subsidiaries to, directly or indirectly, create create, assume or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary subsidiary of the Guarantor to (a) pay dividends or make any other distributions on the capital stock of any subsidiary of the Guarantor or in respect pay or satisfy any obligation to the Guarantor or any of its Capital Stock; (b) subsidiaries or otherwise transfer assets or make or pay loans or advances to the Guarantor or to pay any Indebtedness or other obligation owed to Holdings or any other Restricted Subsidiary; or (c) transfer any of its property or assets to Holdings or any other Restricted Subsidiarysubsidiaries, except for such encumbrances or and restrictions existing under (i) any applicable law or by reason of: (1) applicable lawany governmental or administrative regulation or order; (2ii) restrictions with respect solely to a subsidiary of the IndenturesGuarantor imposed pursuant to a binding 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, provided that such restrictions apply solely to the capital stock or assets being sold of such subsidiary; (3iii) customary non-assignment provisions of restrictions contained in any contract agreement relating to a person or any lease governing a leasehold interest of any Restricted Subsidiary; (4) any instrument governing Acquired Indebtedness, real or tangible personal property acquired after the date hereof which encumbrance or restriction is are not applicable to any Person, person or the properties or assets of any Personproperty, other than the Person person or the properties property so acquired and which were not put in place in connection with, or assets of the Person so acquiredin contemplation of, such acquisition; (5iv) agreements existing on the Issue Date, including, without limitation, the Credit Agreement, to the extent and in the manner such agreements are in effect on the Issue Date; any agreement (6) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement other than those referred to in clause (2iii)) of a person acquired by the Guarantor or a subsidiary of the Guarantor, which restrictions existed at the time of acquisition; (4v) contractual encumbrances or (5) above; provided, however, that restrictions in effect on the provisions relating to such encumbrance or restriction date hereof and customary encumbrances and restrictions contained in any the security agreements related to the Credit Agreement and encumbrances and restrictions contained in the Credit Agreement on the date hereof as such Indebtedness encumbrances or restrictions may be amended, provided that such encumbrances or restrictions as amended are no less favorable, taken as a whole, to Holdings more restrictive in any material respect as determined by the Board of Directors of Holdings in their reasonable and good faith judgment aggregate than the provisions relating to such encumbrance or restriction those contained in the security agreements referred and the Credit Agreement in effect on the date hereof; (vi) the Credit Agreement and the Notes; (vii) indebtedness otherwise permitted to be incurred pursuant to Sections 8(k) and 8(m) hereof; (viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in such clause (2), (4), (5)the ordinary course of business; or (7ix) restrictions imposed by customary provisions restricting subletting or assignment of any agreement to sell, or otherwise dispose of, assets pending lease entered into the closing ordinary course of such salebusiness.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. Holdings shall The Company will not, and shall will not cause or permit any of its the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to Holdings the Company or any other Restricted Subsidiary; or (c) transfer any of its property or assets to Holdings the Company or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; (2) the Indenturesthis Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquiredacquired (including, but not limited to, such Person's direct and indirect Subsidiaries); (5) agreements existing on the Issue Date, including, without limitation, the Credit Agreement, Date to the extent and in the manner such agreements are in effect on the Issue Date; or (6) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable, taken as a whole, favorable to Holdings the Company in any material respect as determined by the Board of Directors of Holdings the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), ) or (5); or (7) restrictions imposed by any agreement to sell, or otherwise dispose of, assets pending the closing of such sale.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. Holdings shall not, and shall not cause or permit Neither the Company nor any of its Restricted Subsidiaries towill, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to Holdings the Company or any other Restricted Subsidiaryof its Subsidiaries; or (c) transfer any of its property or assets to Holdings or any other Restricted Subsidiarythe Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; , (2) the Indentures; this Indenture, (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary; , (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person Person, so acquired; , (5) agreements permitted under the 9 3/8% Notes Indenture, the 8 3/4% Notes Indenture and the 10 1/2% Notes Indenture existing on the Issue Date, including, without limitation, Date (including the Credit AgreementAgreement and the Senior Credit Facility, to the extent and in the manner as applicable) as such agreements are from time to time in effect; provided, however, that any amendments or modifications of such agreements which affect the encumbrances or restrictions of the types subject to 57 -49- this Section 4.13 shall not result in such encumbrances or restrictions being less favorable to the Company in any material respect, as determined in good faith by the Board of Directors of the Company, than the provisions as in effect on before giving effect to the Issue Date; respective amendment or modification, (6) an agreement governing Indebtedness incurred to Refinance the effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) aboveabove or any other agreement evidencing Indebtedness permitted under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness refinancing, replacement or substitution agreement or any such other agreement are no not less favorable, taken as a whole, favorable to Holdings the Company in any all material respect respects as determined in good faith by the Board of Directors of Holdings in their reasonable and good faith judgment the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), ) or (5); , or (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by any agreement to sell, or otherwise dispose of, assets pending the closing holder of such saleLien.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. Holdings The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to Holdings the Company or any other Restricted Subsidiary; or (c) transfer any of its property or assets to Holdings the Company or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; (2) the Indentures; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements existing on the Issue Date, including, without limitation, including the Credit Agreement, to the extent and in the manner such agreements are in effect on the Issue Date; (6) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable, taken as a whole, to Holdings the Company in any material respect as determined by the Board of Directors of Holdings the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), ) or (5); or (7) restrictions imposed by any agreement to sell, or otherwise dispose of, assets pending the closing of such sale.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. Holdings The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to Holdings the Company or any other Restricted SubsidiarySubsidiary of the Company; or (c) transfer any of its property or assets to Holdings the Company or any other Restricted SubsidiarySubsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; (2) the Indenturesthis Indenture; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted SubsidiarySubsidiary of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) the Credit Agreement; (6) agreements existing on the Issue Date, including, without limitation, the Credit Agreement, Date to the extent and in the manner such agreements are in effect on the Issue Date; (67) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (8) restrictions imposed by any agreement to sell assets permitted under this Indenture to any Person pending the closing of such sale; (9) any agreement or instrument governing Capital Stock of any Person that is acquired; or (10) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (44),(5) or (56) above; providedPROVIDED, howeverHOWEVER, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable, taken as a whole, favorable to Holdings the Company in any material respect as determined by the Board of Directors of Holdings the Company in their its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5); ) or (7) restrictions imposed by any agreement to sell6), or otherwise dispose of, assets pending the closing of such salerespectively.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. Holdings shall The Company will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (aa)(i) pay dividends or make any other distributions on to the Company or in respect any of its Subsidiaries (A) on its Capital Stock; Stock or (B) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to the Company or any of its Subsidiaries or (b) make loans or advances or to pay any Indebtedness or other obligation owed to Holdings the Company or any other Restricted Subsidiary; of its Subsidiaries or (c) transfer any of its property properties or assets to Holdings the Company or any other Restricted Subsidiaryof its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: reasons of (1i) Indebtedness outstanding on the date hereof, (ii) the Credit Facility as in effect as of the date hereof, (iii) the Senior Note Indenture, the Senior Notes, the Existing Senior Subordinated Note Indenture, the Existing Senior Subordinated Notes and this Indenture, (iv) applicable law; , (2) the Indentures; (3v) customary non-assignment nonassignment provisions in leases, (vi) permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness shall not be materially more restrictive than those contained in the agreements governing the Indebtedness being refinanced, (vii) customary restrictions imposed in connection with Purchase Money Indebtedness or Capital Lease Obligations permitted under Section 4.06 as long as such customary restrictions are not materially more restrictive than those set forth in the Credit Facility on the date hereof (except that they may impose restrictions on the transfer of any contract the asset so financed), or (viii) restrictions in agreements with Persons acquired by the Company or any lease governing a leasehold interest of any Restricted Subsidiary; (4) any instrument governing Acquired Indebtedness, Subsidiary which encumbrance do not extend to Property or restriction is not applicable to any Person, or assets other than the properties Property or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements existing on the Issue Date, including, without limitation, the Credit Agreement, to the extent and in the manner such agreements are in effect on the Issue Date; (6) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable, taken as a whole, to Holdings 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 contained in agreements referred to in such clause (2), (4), (5); or (7) restrictions imposed by any agreement to sell, or otherwise dispose of, assets pending the closing of such salePersons.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. Holdings DEC and NFC shall not, and each shall not cause or permit any each of its Restricted Subsidiaries toto not, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of DEC to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; Stock or any other interest or participation in, or measured by, its profits owned by, or pay any Indebtedness owed to, DEC, (b) make loans or advances or to pay any Indebtedness or other obligation owed to Holdings or any other Restricted Subsidiary; or DEC, (c) transfer any of its property properties or assets to Holdings or any other Restricted SubsidiaryDEC, except for such encumbrances or restrictions existing under or by reason of: of (1) applicable law; (2) the Indentures; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary; (4i) any instrument governing Acquired Indebtedness, which encumbrance restrictions existing under or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements existing on the Issue Date, including, without limitationcontemplated by this Agreement, the Credit Agreement, to the extent and in the manner such agreements are Indenture (as in effect on the Issue Closing Date) and the Senior Credit Agreement (as in effect on the Closing Date); (6ii) an agreement governing Indebtedness incurred any restrictions, with respect to Refinance a Subsidiary of DEC that is not a Subsidiary of DEC on the Indebtedness issueddate hereof, assumed or incurred pursuant in existence at the time such Person becomes a Subsidiary of DEC (so long as such restrictions are not created in anticipation of such Person becoming a Subsidiary of DEC); (iii) with respect to an agreement referred to in clause (2c) above only, any restrictions existing under Capital Lease Obligations or Indebtedness secured by Permitted Liens (as defined in the Indenture (as in effect on the Closing Date)) (provided that, (4) or (5) above; providedin each case, however, that such prohibition shall only relate to the provisions relating assets which are subject to such encumbrance Capitalized Lease Obligations or restriction contained in any which secure such Indebtedness are no less favorable, taken as a whole, to Holdings in any material respect as determined by and the Board of Directors of Holdings in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (5proceeds therefrom); or (7iv) any restrictions imposed by existing under any new agreement evidencing Indebtedness or any agreement that refinances or replaces the agreements containing the restrictions in the foregoing clauses (i), (ii) and (iii); provided, that the terms and conditions of any such restrictions are no more restrictive than those under or pursuant to sellthe agreements containing the restrictions referenced in the foregoing clauses (i), (ii) or otherwise dispose of, assets pending the closing of such sale(iii).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. Holdings shall not, and shall not cause or permit Neither the Company nor any of its Restricted Subsidiaries toshall, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to Holdings the Company or any other Restricted Subsidiaryof its Subsidiaries; or (c) transfer any of its property or assets to Holdings or any other Restricted Subsidiarythe Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; , (2) the Indentures; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary; , (43) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person Person, so acquired; , (5) agreements existing on the Issue Date, including, without limitation, the Credit Agreement, to the extent and in the manner such agreements are in effect on the Issue Date; (64) an agreement governing Indebtedness incurred to Refinance the effecting a replacement, refunding, extension or renewal of Indebtedness issued, assumed assumed, or incurred pursuant to an agreement referred to in clause (2), (4) or (53) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness replacement, refunding, extension, or renewal agreement or any such other agreement are no not less favorable, taken as a whole, favorable to Holdings the Company in any all material respect respects as determined in good faith by the Board of Directors of Holdings in their reasonable and good faith judgment the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), 3) or (5); or (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by any agreement to sell, or otherwise dispose of, assets pending the closing holder of such saleLien.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. Holdings shall not, and shall not cause or permit Neither the Company nor any of its Restricted Subsidiaries towill, directly or indirectly, create or otherwise cause or to permit to exist or become effective effective, by operation of the charter of such Subsidiary or by reason of any agreement, instrument, judgement, decree, rule, order, statute or governmental regulation, any encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to Holdings the Company or any other Restricted Subsidiaryof its Subsidiaries; or (c) transfer any of its property or assets to Holdings or any other Restricted Subsidiarythe Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; , (2) the Indentures; this Indenture, (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary; , (4) any instrument governing Acquired IndebtednessIndebtedness or Acquired Preferred Stock, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person Person, so acquired; , (5) agreements existing on the Issue Date, including, without limitationDate (including the Credit Facility, the Credit Agreement, to Existing Indenture and the extent and in the manner New Capstar Radio Indenture) as such agreements are from time to time in effect; provided, however, that any amendments or modifications of such agreements that affect the encumbrances or restrictions of the types subject to this Section 4.13 shall 49 -42- not result in such encumbrances or restrictions being less favorable to the Company in any material respect, as determined in good faith by the board of directors of the Company, than the provisions as in effect on before giving effect to the Issue Date; respective amendment or modification, (6) any restriction with respect to such a Subsidiary imposed pursuant to an agreement governing Indebtedness incurred to Refinance entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Subsidiary pending the closing of such sale or disposition, (7) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness refinancing, replacement or substitution agreement are no not less favorable, taken as a whole, favorable to Holdings the Company in any material respect as determined in good faith by the Board board of Directors directors of Holdings in their reasonable and good faith judgment the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4)) or (5) above, (5)8) any agreement or charter provision evidencing Indebtedness or Preferred Stock permitted under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in such agreement or charter provision are not less favorable to the Company in any material respect as determined in good faith by the board of directors of the Company than the provisions relating to such encumbrance or restriction contained in this Indenture, or (79) restrictions on the transfer of assets subject to any Lien imposed by any agreement to sell, or otherwise dispose of, assets pending the closing holder of such saleLien.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. Holdings The Issuer and Reit shall not, and each shall not cause or permit any each of its Restricted Subsidiaries toto not, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Issuer to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; , Equity Interest or any other interest or participation in, or measured by, its profits owned by, or pay any Indebtedness owed to, the Issuer, (b) make loans or advances or to pay any Indebtedness or other obligation owed to Holdings or any other Restricted Subsidiary; the Issuer or (c) transfer any of its property properties or assets to Holdings or any other Restricted Subsidiarythe Issuer, except for such encumbrances or restrictions existing under or by reason of: of (1i) applicable lawany restrictions existing under or contemplated by this Agreement; (2ii) any restrictions, with respect to a Subsidiary of the IndenturesIssuer that is not a Subsidiary of the Issuer on the date hereof, in existence at the time such Person becomes a Subsidiary of the Issuer (so long as such restrictions are not created in anticipation of such Person becoming a Subsidiary of the Issuer); (3iii) customary non-assignment provisions of with respect to clause (c) above only, any contract or any lease governing a leasehold interest of any Restricted Subsidiary; restrictions existing under Capital Lease Obligations (4) any instrument governing Acquired Indebtednessprovided that, which encumbrance or restriction is not applicable to any Personin each case, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements existing on the Issue Date, including, without limitation, the Credit Agreement, such prohibition shall only relate to the extent and in the manner such agreements assets which are in effect on the Issue Date; (6) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above; provided, however, that the provisions relating subject to such encumbrance or restriction contained in any such Indebtedness are no less favorable, taken as a whole, to Holdings 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 contained in agreements referred to in such clause (2), (4), (5Capital Lease Obligations); or (7iv) any restrictions imposed by existing under any agreement that refinances or replaces the agreements containing the restrictions in the foregoing clauses (i), (ii) and (iii); provided, that the terms and conditions of any such restrictions are no more restrictive than those under or pursuant to sell, or otherwise dispose of, assets pending the closing of such saleagreement evidencing the obligation refinanced.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. Holdings The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company (i) to (a) pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock; (b) make loans Stock owned by the Company or advances any other Subsidiary of the Company or to pay any Indebtedness Debt or other obligation owed to Holdings the Company or any other Restricted Subsidiary; (ii) to make loans or advances to the Company or any other Subsidiary; or (ciii) to transfer any of its property or assets to Holdings the Company or any -104- other Restricted Subsidiary. Notwithstanding the foregoing, except for the Company may, and may permit any Subsidiary to, suffer to exist any such encumbrances encumbrance or restrictions existing under or by reason of: restriction (1a) applicable lawpursuant to any agreement in effect on the date of this Indenture; (2b) the Indentures; (3) customary non-assignment provisions of pursuant to an agreement relating to any contract or any lease governing a leasehold interest of any Restricted Subsidiary; (4) any instrument governing Acquired IndebtednessDebt, 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; (5c) agreements existing on the Issue Date, including, without limitation, the Credit Agreement, pursuant to the extent and in the manner such agreements are in effect on the Issue Date; (6) an agreement governing Indebtedness incurred to Refinance the Indebtedness issuedeffecting a renewal, assumed refunding or incurred extension of Debt Incurred pursuant to an agreement referred to in clause (2), (4a) or (5b) above; , provided, however, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable, taken as a whole, to Holdings more restrictive in any material respect as determined by the Board of Directors of Holdings in their reasonable and good faith judgment than the provisions relating contained in the agreement the subject thereof, (d) 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 Subsidiary otherwise permitted under this Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such encumbrance or restriction contained security agreement; (e) in agreements referred to in such the case of clause (2)iii) above, customary nonassignment provisions entered into in the ordinary course of business in leases and other agreements; (4), (5); f) any restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or (7) restrictions imposed by any agreement to sell, disposition of all or otherwise dispose of, substantially all of the Capital Stock or assets pending the closing of such saleSubsidiary, provided that the consummation of such transaction would not result in an Event of Default or an event that, with the passing of time or the giving of notice or both, would constitute an Event of Default, that such restriction terminates if such transaction is not consummated and that the consummation or abandonment of such transaction occurs within one year of the date such agreement was entered into; (g) pursuant to applicable law; and (h) pursuant to this Indenture and the Securities.