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 shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Equity Interests or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Company or any of its Restricted Subsidiaries, (iii) make loans or advances to, or Guarantee any Indebtedness or other obligations of, the Company or any Restricted Subsidiary, or (iv) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of (a) the Revolving Credit Facility, the Indenture, the Security Documents and the Securities, (b) applicable law, (c) any instrument governing Indebtedness or Equity Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was Incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred, (d) customary non-assignment provisions in leases, licenses and other contracts and other contracts entered into in the ordinary course of business and consistent with past practices, (e) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iv) of this Section 10.11 above on the property so acquired, (g) any agreement for the sale of a Subsidiary or a substantial portion of such Subsidiary's assets that restricts distributions by that Subsidiary pending its sale, (h) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced as determined in good faith by the Board of Directors, (i) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business, (j) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (k) any agreement or instrument governing Indebtedness permitted to be Incurred under this Indenture; provided that the terms and conditions of any restrictions and encumbrances, taken as a whole, are not more restrictive than those contained in this Indenture.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(aa) (i) pay dividends or make any other consensual distributions to the Company or any of its Restricted Subsidiaries (1A) on its Equity Interests Capital Stock or (2B) with respect to any other interest or participation in, or measured by, its profits, or (bii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries, (iib) make loans or advances or capital contributions to the Company or any of its Restricted Subsidiaries, (iii) make loans or advances to, or Guarantee any Indebtedness or other obligations of, the Company or any Restricted Subsidiary, Subsidiaries or (ivc) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the foregoing restrictions will not apply to except for such encumbrances or restrictions existing under or by reason reasons of (ai) Existing Indebtedness as in effect on the Revolving Credit FacilityIssuance Date, the Indenture, the Security Documents (ii) this Indenture and the SecuritiesNotes, (biii) applicable law, (civ) any instrument governing Indebtedness or Equity Interests 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 incurred in connection with or, if incurred within one year prior to such acquisition or such Person becoming a Restricted Subsidiary, in contemplation of such acquisitionacquisition or 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, or the property or assets of the Person, so acquired; , provided that, that the Consolidated Cash Flow of such Person is not taken into account (to the extent of such restriction) in the case of Indebtedness, determining whether such Indebtedness acquisition was permitted by the terms of this Indenture to be IncurredIndenture, (dv) any instrument governing Indebtedness or Capital Stock of a Person who becomes a Guarantor as in effect at the time of becoming a Guarantor (except to the extent such Indebtedness was incurred in connection with or, if incurred within one year prior to the time of becoming a Guarantor, in contemplation of such Subsidiary Guarantee), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person who became a Guarantor, (vi) by reason of customary non-assignment provisions in leases, licenses and other contracts and other contracts leases entered into in the ordinary course of business and consistent with past practices, (evii) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ivc) of this Section 10.11 above on the property so acquired, (gviii) any agreement for the sale of a Subsidiary or a substantial portion of such Subsidiary's assets that restricts distributions by that Subsidiary pending its sale, (h) Permitted permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced as determined refinanced, or (ix) customary restrictions in good faith by the Board security agreements or mortgages securing Indebtedness of Directors, (i) provisions with respect a Restricted Subsidiary to the disposition or distribution extent such restrictions restrict the transfer of assets or the property in joint venture subject to such security agreements and other similar agreements entered into in the ordinary course of business, (j) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (k) any agreement or instrument governing Indebtedness permitted to be Incurred under this Indenture; provided that the terms and conditions of any restrictions and encumbrances, taken as a whole, are not more restrictive than those contained in this Indenturemortgages.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(aa)(i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1A) on its Equity Interests Capital Stock or (2B) with respect to any other interest or participation in, or measured by, its profits, or (bii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries, (iib) make loans or advances or capital contributions to the Company or any of its Restricted Subsidiaries, (iii) make loans or advances to, or Guarantee any Indebtedness or other obligations of, the Company or any Restricted Subsidiary, Subsidiaries or (ivc) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the foregoing restrictions will not apply to except for such encumbrances or restrictions existing under or by reason of (ai) encumbrances or restrictions existing on the Revolving Issue Date or under the Senior Credit Facility, (ii) the Indenture, the Security Documents Notes and the SecuritiesGuarantees, (biii) applicable law, (civ) any instrument governing Indebtedness or Equity Interests 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 incurred in connection with or in contemplation of such acquisitionacquisition 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, or the property or assets of the Person (including any Subsidiary of the Person), so acquired; , provided that, that the EBITDA of such Person is not taken into account (to the extent of such restriction) in the case of Indebtedness, determining whether any financing or Restricted Payment in connection with such Indebtedness acquisition was permitted by the terms of this Indenture to be Incurredthe Indenture, (dv) customary non-assignment provisions in leases, licenses and leases or other contracts and other contracts agreements entered into in the ordinary course of business and consistent with past practices, (evi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iv) of this Section 10.11 above on the property so acquired, (g) any agreement for the sale of a Subsidiary or a substantial portion of such Subsidiary's assets that restricts distributions by that Subsidiary pending its sale, (h) Permitted Refinancing Indebtedness; provided that the such restrictions contained are in the agreements governing such Permitted Refinancing Indebtedness are not materially aggregate no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced as determined in good faith by the Board of Directorsextended, refinanced, renewed, replaced, defeased or refunded, (iviii) provisions with respect customary restrictions in security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the disposition or distribution extent such restrictions restrict the transfer of assets or the property in joint venture subject to such security agreements and mortgages, (ix) customary net worth provisions contained in leases and other similar agreements entered into by a Restricted Subsidiary in the ordinary course of business, business or (jx) customary restrictions on cash or other deposits or net worth imposed by customers under contracts with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into in for the ordinary course sale or disposition of business, and (k) any agreement all or instrument governing Indebtedness permitted to be Incurred under this Indenture; provided that substantially all of the terms and conditions Capital Stock or assets of any restrictions and encumbrances, taken as a whole, are not more restrictive than those contained in this Indenturesuch Restricted Subsidiary.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. 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 or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (i)(aa) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Equity Interests Capital Stock or (2) with respect to any other interest or participation in, or measured by, its such Subsidiary's profits, or ; (b) make loans or advances or pay any Indebtedness or other obligation owed to the Company or to any Subsidiary of its Restricted Subsidiaries, (ii) make loans or advances to the Company or any of its Restricted Subsidiaries, (iii) make loans or advances to, or Guarantee any Indebtedness or other obligations of, the Company or any Restricted Subsidiary, Company; or (ivc) transfer any of its properties property or assets to the Company or to any Subsidiary of its Restricted Subsidiaries. Howeverthe Company (any such restriction or encumbrance a "Payment Restriction"), the foregoing restrictions will not apply to except for such encumbrances or restrictions existing under or by reason of of: (a1) any restrictions contained in (i) the Revolving Credit FacilityLoan Documents, the Indenture, the Security Documents Senior Subordinated Indenture and the Securities, (b) applicable law, (c) any instrument governing Indebtedness the Take-Out Securities or Equity Interests of a Person acquired by Exchange Notes to the Company or any of its Restricted Subsidiaries extent Incurred in accordance with this Agreement; (ii) the Senior Credit Facility as in effect on the Closing Date; (iii) the Indebtedness pertaining to a Subsidiary of the Company that is not a Subsidiary of the Company on the Closing Date in existence at the time such Subsidiary becomes a Subsidiary of such acquisition (except to the extent Company; provided that any such Indebtedness was Incurred not incurred as a result of, in connection with or in contemplation anticipation of the transaction pursuant to which such acquisition), which encumbrance or restriction is entity becomes a Subsidiary of the Company and it does not applicable apply to any Person, or the properties or of assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, Subsidiary acquired and such Indebtedness was is otherwise permitted by the terms of this Indenture to be Incurred, (d) customary non-assignment provisions in leases, licenses and other contracts and other contracts entered into in the ordinary course of business and consistent with past practices, (e) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause incurred pursuant to Section 6.1; or (iv) of this Section 10.11 above on the property so acquired, (g) any agreement for the sale of a Subsidiary or a substantial portion of such Subsidiary's assets that restricts distributions by that Subsidiary pending its sale, (h) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing secured Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced as determined in good faith by the Board of Directors, (i) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business, (j) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (k) any agreement or instrument governing Indebtedness otherwise permitted to be Incurred under this Indenture; provided that the terms and conditions of any restrictions and encumbrances, taken as a whole, are not more restrictive than those contained in this Indenture.incurred pursuant to

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to (i)(aa) pay dividends or make any other distributions to the Company on or any in respect of its Restricted Subsidiaries (1) on its Equity Interests or (2) with respect to any other interest or participation in, or measured by, its profits, or 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 its Restricted Subsidiaries, (ii) make loans or advances to the Company or any of its Restricted Subsidiaries, (iii) make loans or advances to, or Guarantee any Indebtedness or other obligations of, the Company or any Restricted Subsidiary, Company; or (ivc) transfer any of its properties property or assets to the Company or any other Restricted Subsidiary of its Restricted Subsidiaries. Howeverthe Company, the foregoing restrictions will not apply to except for such encumbrances or restrictions existing under or by reason of of: (a) the Revolving Credit Facility, the Indenture, the Security Documents and the Securities, (b1) applicable law, ; (c2) this Indenture; (3) the Credit Agreement; (4) any agreement or instrument governing Indebtedness or Equity Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was Incurred in connection with or in contemplation of such acquisition)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 property properties or assets of the Person, Person so acquired; provided that, (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 Indebtedness, such Indebtedness was permitted by the terms of this Indenture clause (c) above: (A) agreements or instruments arising or agreed to be Incurred, (d) customary non-assignment provisions in leases, licenses and other contracts and other contracts entered into in the ordinary course of business and consistent with past practices, (e) purchase money obligations for property acquired in the ordinary course of business that impose restrictions 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 nature described Company or any Restricted Subsidiary entered into in clause compliance with this Indenture; (iv7) of this Section 10.11 above on the property so acquired, (g) any an agreement that has been entered into for the sale or disposition of a 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 a substantial portion instruments which prohibit the payment of such Subsidiary's assets that restricts dividends or the making of other distributions by that Subsidiary pending its sale, (h) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced as determined in good faith by the Board of Directors, (i) provisions with respect to the disposition or distribution any Capital Stock of assets or property in joint venture agreements and a Person other similar agreements entered into in the ordinary course of business, (j) restrictions than on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (k) any agreement or instrument governing Indebtedness permitted to be Incurred under this Indenturea pro rata basis; provided that the terms and conditions of any restrictions and encumbrances, taken as a whole, are not more restrictive than those contained in this Indenture.or

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. 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 or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(aa) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Equity Interests or (2) with respect to any other interest or participation in, or measured by, its profits, or Capital Stock; (b) make loans or advances or pay any Indebtedness or other obligation owed to the Company or to any Subsidiary of its Restricted Subsidiaries, (ii) make loans or advances to the Company or any of its Restricted Subsidiaries, (iii) make loans or advances to, or Guarantee any Indebtedness or other obligations of, the Company or any Restricted Subsidiary, Company; or (ivc) transfer any of its properties property or assets to the Company or to any Subsidiary of its Restricted Subsidiaries. Howeverthe Company (each such encumbrance or restriction in clause (a), the foregoing restrictions will not apply to (b), or (c) a "Payment Restriction"), except for such encumbrances or restrictions existing under or by reason of of: (a) the Revolving Credit Facility, the Indenture, the Security Documents and the Securities, (b1) applicable law, ; (c2) this Indenture and the Series A/B Indenture; (3) customary non-assignment provisions of any lease or license agreements or similar agreements entered into the ordinary course of business of any Subsidiary of the Company; (4) any instrument governing Acquired Indebtedness or Equity Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was Incurred in connection accordance with or in contemplation paragraph (b) of Section 4.04; provided that such acquisition), which 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, or the property or assets of the Person, so acquiredbecoming a Subsidiary of the Company; provided that, (5) agreements existing on the Series A/B Issue Date to the extent and in the case of Indebtedness, manner such Indebtedness was permitted by the terms of this Indenture to be Incurred, (d) customary non-assignment provisions agreements are in leases, licenses and other contracts and other contracts entered into in the ordinary course of business and consistent with past practices, (e) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iv) of this Section 10.11 above effect on the property so acquired, Series A/B Issue Date; (g6) any agreement restriction or encumbrance contained in contracts for the sale of assets to be consummated in accordance with this Indenture solely in respect of the assets to be sold pursuant to such contract; (7) any restrictions on the sale or other disposition or encumbrance of any property securing Indebtedness as a Subsidiary result of a Permitted Lien on such property; (8) any agreement relating to an acquisition of property, so long as the encumbrances or a substantial portion restrictions in any such agreement relate solely to the property so acquired and are not or were not created in anticipation of such Subsidiary's assets that restricts distributions by that Subsidiary pending its saleor in connection with the acquisition thereof; (9) the Credit Facilities; or (10) any encumbrance or restriction contained in Permitted Indebtedness or Permitted Refinancing Indebtedness Incurred to Refinance the Indebtedness Incurred pursuant to an agreement referred to in clauses (2), (h4), (5) Permitted Refinancing Indebtednessor (9) above; provided provided, that the restrictions provisions relating to such encumbrance or restriction contained in the agreements governing any such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained no less favorable to the Company or to the Holders in any material respect in the agreements governing the Indebtedness being refinanced as determined in reasonable and good faith by judgment of the Board of DirectorsDirectors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (i) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business4), (j5) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (k) any agreement or instrument governing Indebtedness permitted to be Incurred under this Indenture; provided that the terms and conditions of any restrictions and encumbrances, taken as a whole, are not more restrictive than those contained in this Indenture9).

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or 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 (i)(aa)(i) pay through the payment of dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1A) on its Equity Interests Capital Stock or (2B) with respect to any other interest or participation in, or measured by, its profits, or (bii) pay through the payment of any Indebtedness owed to the Company or any of its Restricted Subsidiaries, (iib) make through the making of loans or advances or capital contributions to the Company or any of its Restricted Subsidiaries, (iii) make loans or advances to, or Guarantee any Indebtedness or other obligations of, the Company or any Restricted Subsidiary, Subsidiaries or (ivc) through the transfer of any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the foregoing restrictions will not apply to except for such encumbrances or restrictions existing under or by reason of (ai) encumbrances or restrictions existing on the Revolving Credit FacilityIssue Date, the Indenture, the Security Documents (ii) this Indenture and the SecuritiesNotes, (biii) applicable law, (civ) any instrument governing Indebtedness or Equity Interests 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 incurred in connection with or in contemplation of such acquisitionacquisition 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, or the property or of assets of the Person (including any Subsidiary of the Person), so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred, (dv) customary non-assignment provisions in leases, licenses and leases or 63 -55- other contracts and other contracts agreements entered into in the ordinary course of business and consistent with past practices, (evi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iv) of this Section 10.11 above on the property so acquired, (g) any agreement for the sale of a Subsidiary or a substantial portion of such Subsidiary's assets that restricts distributions by that Subsidiary pending its sale, (h) Permitted Refinancing Indebtedness; provided PROVIDED that the such restrictions contained are in the agreements governing such Permitted Refinancing Indebtedness are not materially aggregate no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced as determined extended, refinanced, renewed, replaced, defeased or refunded or (vii) customary restrictions in good faith by security agreements or mortgages securing Indebtedness of the Board of Directors, (i) provisions with respect Company or a Restricted Subsidiary to the disposition extent such restrictions restrict the transfer or distribution encumbrance of assets or the property in joint venture subject to such security agreements and other similar agreements entered into in the ordinary course of business, (j) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (k) any agreement or instrument governing Indebtedness permitted to be Incurred under this Indenture; provided that the terms and conditions of any restrictions and encumbrances, taken as a whole, are not more restrictive than those contained in this Indenturemortgages.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (i)(aa) (i) pay dividends or make any other consensual distributions to the Company or any of its Restricted Subsidiaries (1A) on its Equity Interests Capital Stock or (2B) with respect to any other interest or participation in, or measured by, its profits, or (bii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries, (iib) make loans or advances or capital contributions to the Company or any of its Restricted Subsidiaries, (iii) make loans or advances to, or Guarantee any Indebtedness or other obligations of, the Company or any Restricted Subsidiary, Subsidiaries or (ivc) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the foregoing restrictions will not apply to except for such encumbrances or restrictions existing under or by reason reasons of (ai) Existing Indebtedness as in effect on the Revolving Credit FacilityIssuance Date, the Indenture, the Security Documents (ii) this Indenture and the SecuritiesNotes, (biii) applicable law, (civ) any instrument governing Indebtedness or Equity Interests 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 incurred in connection with or, if incurred within one year prior to such acquisition or such Person becoming a Restricted Subsidiary, in contemplation of such acquisitionacquisition or 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, or the property or assets of the Person, so acquired; , provided that, that the Consolidated Cash Flow of such Person is not taken into account (to the extent of such restriction) in the case of Indebtedness, determining whether such Indebtedness acquisition was permitted by the terms of this Indenture to be IncurredIndenture, (dv) any instrument governing Indebtedness or Capital Stock of a Person who becomes a Guarantor as in effect at the time of becoming a Guarantor (except to the extent such Indebtedness was incurred in connection with or, if incurred within one year prior to the time of becoming a Guarantor, in contemplation of such Subsidiary Guarantee), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person who became a Guarantor, (vi) by reason of customary non-assignment provisions in leases, licenses and other contracts and other contracts leases entered into in the ordinary course of business and consistent with past practices, (evii) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in this clause (ivc) of this Section 10.11 above on the property so acquired, (gviii) any agreement for the sale of a Subsidiary or a substantial portion of such Subsidiary's assets that restricts distributions by that Subsidiary pending its sale, (h) Permitted permitted Refinancing Indebtedness; , provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially no more restrictive, taken as a whole, restrictive than those contained in the agreements governing the Indebtedness being refinanced as determined refinanced, or (ix) customary restrictions in good faith by the Board security agreements or mortgages securing Indebtedness of Directors, (i) provisions with respect a Restricted Subsidiary to the disposition or distribution extent such restrictions restrict the transfer of assets or the property in joint venture subject to such security agreements and other similar agreements entered into in the ordinary course of business, (j) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (k) any agreement or instrument governing Indebtedness permitted to be Incurred under this Indenture; provided that the terms and conditions of any restrictions and encumbrances, taken as a whole, are not more restrictive than those contained in this Indenturemortgages.

Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted 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 to (i)(aa) 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, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; (2) this Indenture; (3) any restriction or encumbrance (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any lease, license or other contract, (B) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any of its Restricted Subsidiaries not otherwise prohibited by this Indenture, (1C) on its Equity Interests or (2) with respect pursuant to customary provisions restricting dispositions of real property interests set forth in any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness owed to reciprocal easement agreements of the Company or any of its Restricted Subsidiaries, (iiD) make loans or advances pursuant to the Company or any of its Restricted Subsidiaries, (iii) make loans or advances to, or Guarantee any Indebtedness or other obligations of, the Company or any Restricted Subsidiary, or (iv) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the foregoing restrictions will not apply to Purchase Money Obligations that impose encumbrances or restrictions existing under or by reason of (a) the Revolving Credit Facility, the Indenture, the Security Documents and the Securities, (b) applicable law, (c) any instrument governing Indebtedness or Equity Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was Incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or on the property or assets of the Person, so acquired; provided that, (E) on cash or other deposits or net worth imposed by customers under agreements entered into in the case ordinary course of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurredbusiness, (dF) pursuant to customary non-assignment provisions contained in leases, licenses agreements and other contracts and other contracts instruments entered into in the ordinary course of business (including but not limited to leases and consistent with past practices, (e) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iv) of this Section 10.11 above on the property so acquired, (g) any agreement for the sale of a Subsidiary or a substantial portion of such Subsidiary's assets that restricts distributions by that Subsidiary pending its sale, (h) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced as determined in good faith by the Board of Directors, (i) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business), (jG) restrictions on cash that arises or other deposits or net worth imposed by customers under contracts entered into is agreed to in the ordinary course of businessbusiness and does not 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 such Restricted Subsidiary, and or (kH) pursuant to Currency Agreements or Interest Swap Obligations; (4) any agreement or instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged or consolidated with or into the Company or any of its Restricted Subsidiaries, or which agreement or instrument is assumed by the Company or any of its Restricted Subsidiaries in connection with an acquisition of assets from such Person, as in effect at the time of such acquisition, merger or consolidation (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger or consolidation); provided that for purposes of this clause (4), if another Person is the successor company in such acquisition, merger or consolidation, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Company or any of its Restricted Subsidiaries, as the case may be, when such Person becomes the successor company; (5) agreements existing on the Issue Date (including, without limitation, the Credit Facility and any instrument governing the Existing Senior Notes or the Existing Senior Subordinated Notes); (6) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (7) restrictions imposed by any agreement to sell assets permitted under this Indenture to any Person pending the closing of such sale; (8) any agreement or instrument governing Capital Stock of any Person that is acquired after the Issue Date; (9) Indebtedness or other contractual requirements of a Receivables Entity in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entity and such Restricted Subsidiary is engaged in the Qualified Receivables Transaction; (10) any agreement or instrument (a "Refinancing Agreement") effecting a refinancing of Indebtedness incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in clause (2), (4) or (5) of this Section 4.5 or this clause (10) (an "Initial Agreement") or contained in any amendment, supplement or other modification to an Initial Agreement (an "Amendment"); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Amendment are not materially less favorable to the Holders of the Securities taken as a whole than encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by the Company); or (11) any agreement or instrument relating to any Indebtedness permitted to be Incurred under this Indenture; provided that incurred subsequent to the terms Issue Date pursuant to Section 4.3 (A) if the encumbrances and conditions of restrictions contained in any restrictions and encumbrances, such agreement or instrument taken as a whole, whole are not more restrictive materially less favorable to the Holders of the Securities than those the encumbrances and restrictions (as determined in good faith by the Company) contained in this Indenturethe Initial Agreements (other than Initial Agreements contemplated by clause (4) above), or (B) if such encumbrance or restriction is not materially more disadvantageous to the Holders of the Securities than is customary in comparable financings (as determined in good faith by the Company) and the Company determines that such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Securities.