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

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; (2) this Indenture; (3) the Credit Agreement; (4) any agreement or instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements existing on the Issue Date to the extent and in the manner such encumbrances and restrictions are in effect on the Issue Date; (6) in the case of clause (c) above: (A) agreements or instruments arising or agreed to in the ordinary course of business that restrict in a customary manner the subletting, assignment or transfer of any property or asset subject to a lease, license, conveyance or other contract and (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 entered into in compliance with this Indenture; (7) an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, any Restricted Subsidiary of the Company; (8) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any Capital Stock of a Person other than on a pro rata basis; or

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to to: (a) pay dividends or make any other distributions on or in respect of its Capital Stock; ; (b) make loans or advances to or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, ; except for such encumbrances or restrictions existing under or by reason of: : (1) applicable law; , rule, regulation or order of, or agreements with, governmental authorities with respect to assets located in their jurisdiction; (2) the Notes, this Indenture; Indenture or the Note Guarantees and the Escrow Agreement; (3A) customary provisions (i) restricting the Credit Agreement; subletting or assignment of any property or asset that is a lease, license, conveyance or contract or similar property or asset or (ii) contained in agreements related to the license of copyrighted or patented materials or other intellectual property, (B) provisions in agreements that restrict the assignment of such agreements or rights thereunder, (C) contained in the terms of Capital Stock restricting the payment of dividends and the making of distributions on Capital Stock or (D) in contracts with customers entered into the ordinary course of business that impose restriction on cash or other deposits or net worth; (4) any agreement or other instrument governing Acquired Indebtednessof a Person acquired by the Company or any Restricted Subsidiary or merged with or into the Company or any Restricted Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than (a) the Person or the properties or assets of the Person so acquired; acquired (including the Capital Stock of such Person), or (b) any Restricted Subsidiary having no assets other than (i) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person) and (ii) other assets having a fair market value not in excess of $5.0 million, and, in each case, the monetary proceeds thereof; (5) agreements existing the Credit Agreement or any agreement or instrument (A) (x) in effect at or entered into on the Issue Date or (y) created, incurred, assumed or suffered to the extent and in the manner such encumbrances and restrictions are in effect exist on the Issue Date; Spin-Off Date in connection with the Transactions or (6B) governing Indebtedness, provided that in the case of clause (cB) above: (Ax) agreements such Indebtedness is permitted under this Indenture and (y) the Company has determined in good faith at the time of incurrence that such encumbrance or instruments arising restriction will not adversely affect in any material respect the Company’s ability to make principal or agreed to interest payments on the Notes as and when due; (6) purchase money obligations for property acquired in the ordinary course of business that restrict impose restrictions of the nature discussed in a customary manner clause (c) above on the subletting, assignment or property so acquired; (7) restrictions on the transfer of any property or asset assets subject to a lease, license, conveyance or other contract and any Lien permitted under this Indenture; (B) 8) restrictions imposed by any transfer of, agreement to transfer, option sell assets not in violation of this Indenture to any Person pending the closing of such sale; (9) customary provisions in joint venture agreements and other agreements or right with respect to, arrangements relating solely to such joint venture; (10) the subordination of any Indebtedness owed by the Company or Lien on, any property of its Restricted Subsidiaries to the Company or assets any other Restricted Subsidiary to any other Indebtedness of the Company or any of its Restricted Subsidiary entered into in compliance with Subsidiaries; provided that such other Indebtedness is permitted under this Indenture; or (711) an agreement that has been entered into for the sale any encumbrances or disposition of all or substantially all restrictions of the Capital Stock oftype referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or property and assets ofrefinancing of the contracts, any Restricted Subsidiary instruments or obligations referred to in subclauses (1) through (10) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company; (8) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions , not materially more restrictive with respect to any Capital Stock of such encumbrance and other restrictions taken as a Person other whole than on a pro rata basis; orthose prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or to any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or to any other Restricted Subsidiary of the CompanyCompany (each such encumbrance or restriction in clause (a), (b), or (c) a "Payment Restriction"), except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; (2) this IndentureIndenture and the Securities; (3) customary non-assignment provisions of any lease or license agreements or similar agreements entered into the Credit Agreementordinary course of business of any Subsidiary of the Company; (4) any agreement or instrument governing Acquired Indebtedness, which Indebtedness Incurred in accordance with paragraph (b) of Section 4.04; provided that such encumbrance or restriction is not, and will not be, 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 so acquiredPerson, becoming a Subsidiary of the Company; (5) agreements existing on the Issue Date to the extent and in the manner such encumbrances and restrictions agreements are in effect on the Issue Date; (6) any restriction or encumbrance contained in contracts for the case sale of clause (c) above: (A) agreements or instruments arising or agreed assets to be consummated in the ordinary course of business that restrict accordance with this Indenture solely in a customary manner the subletting, assignment or transfer of any property or asset subject to a lease, license, conveyance or other contract and (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 entered into in compliance with this Indentureassets to be sold pursuant to such contract; (7) an agreement that has been entered into for any restrictions on the sale or other disposition or encumbrance of all or substantially all any property securing Indebtedness as a result of the Capital Stock of, or property and assets of, any Restricted Subsidiary of the Companya Permitted Lien on such property; (8) provisions any agreement relating to an acquisition of property, so long as the encumbrances or restrictions in agreements any such agreement relate solely to the property so acquired and are not or instruments which prohibit the payment of dividends or the making of other distributions with respect to any Capital Stock of a Person other than on a pro rata basis; orwere not

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to meet its principal and interest obligations on the Notes (a)(i) through the payment of the Company to (a) pay dividends or make any other distributions on to the Company or in respect any of its Restricted Subsidiaries (A) on its Capital Stock; Stock or (bB) make loans with respect to any other interest or advances participation in, or to pay measured by, its profits, or (ii) through the payment of any Indebtedness or other obligation owed to the Company or any other of its Restricted Subsidiary Subsidiaries, (b) through the making of loans or advances or capital contributions to the Company; Company or any of its Restricted Subsidiaries or (c) through the transfer of any of its property properties or assets to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (1i) encumbrances or restrictions existing on the Issue Date, (ii) this Indenture and the Notes, (iii) applicable law; , (2) this Indenture; (3) the Credit Agreement; (4iv) any agreement or instrument governing Acquired IndebtednessIndebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries or of any Person that becomes a Restricted Subsidiary as in effect at the time of such acquisition or such Person becoming a Restricted Subsidiary (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition of such Person 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 Person, or the properties or property of assets of the Person (including any Subsidiary of the Person), so acquired; , (5v) customary non-assignment provisions in leases or 63 -55- other agreements existing on the Issue Date to the extent and in the manner such encumbrances and restrictions are in effect on the Issue Date; (6) in the case of clause (c) above: (A) agreements or instruments arising or agreed to entered into in the ordinary course of business and consistent with past practices, (vi) Refinancing Indebtedness; PROVIDED that restrict such restrictions are in a the aggregate no more restrictive than those contained in the agreements governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded or (vii) customary manner the subletting, assignment restrictions in security agreements or transfer of any property or asset subject to a lease, license, conveyance or other contract and (B) any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets mortgages securing Indebtedness of the Company or any a Restricted Subsidiary entered into in compliance with this Indenture; (7) an agreement that has been entered into for to the sale extent such restrictions restrict the transfer or disposition of all or substantially all encumbrance of the Capital Stock of, or property subject to such security agreements and assets of, any Restricted Subsidiary of the Company; (8) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any Capital Stock of a Person other than on a pro rata basis; ormortgages.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Neither the Company will not, and will not cause or permit 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 of the Company to (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Companyits Subsidiaries; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; , (2) this Indenture; customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Subsidiary, (3) the Credit Agreement; (4) any agreement or instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties or assets of the Person so acquired; (5) agreements existing on the Issue Date to the extent and in the manner such encumbrances and restrictions are in effect on the Issue Date; (6) in the case of clause (c) above: (A) agreements or instruments arising or agreed to in the ordinary course of business that restrict in a customary manner the subletting, assignment or transfer of any property or asset subject to a lease, license, conveyance or other contract and (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 entered into in compliance with this Indenture; Person, so acquired, (74) an agreement effecting a replacement, refunding, extension or renewal of Indebtedness issued, assumed, or incurred pursuant to an agreement referred to in clause (3) above; provided, that has been entered into for the sale provisions relating to such encumbrance or disposition restriction contained in any such replacement, refunding, extension, or renewal agreement or any such other agreement are not less favorable to the Company in all material respects as determined in good faith by the Board of all or substantially all Directors of the Capital Stock of, Company than the provisions relating to such encumbrance or property and assets of, any Restricted Subsidiary of the Company; (8) provisions restriction contained in agreements referred to in such clause (3) or instruments which prohibit (5) restrictions on the payment transfer of dividends or the making of other distributions with respect assets subject to any Capital Stock Lien permitted under this Indenture imposed by the holder of a Person other than on a pro rata basis; orsuch Lien.