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

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) 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) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any Restricted Subsidiary, or pay any Indebtedness owed to, the Company or any Restricted Subsidiary; (ii) make loans or advances to the Company; or (iii) transfer any of its properties or assets to the Company, except for such encumbrances or restrictions existing under or by reason of: (A) applicable law; (B) Indebtedness permitted (1) under Section 4.07(a) hereof, (2) under Sections 4.07(b)(i) or (iii) hereof and clauses (i), (v), (vi), (vii), (ix), (x) or (xi) of the definition of Other Permitted Indebtedness, or (3) by agreements and transactions permitted under Section 4.05 hereof; (C) customary provisions restricting subletting or assignment of any lease or license of the Company or any Restricted Subsidiary; (D) (1) the terms of the BKC Intercreditor Agreement and any other BKC Agreement, and (2) customary provisions of any franchise, distribution or similar agreement; (E) any instrument governing Indebtedness or any other encumbrance or restriction of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (F) Indebtedness or other agreements existing on the Exchange Debenture Issue Date; (G) any Refinancing Indebtedness permitted under Section 4.07(b) hereof and clauses (i), (v), (vi), (vii), (ix), (x) or (xi) of the definition of Other Permitted Indebtedness; provided that the encumbrances and restrictions created in connection with such Refinancing Indebtedness are no more restrictive in any material respect with regard to the interests of the Holders of Exchange Debentures than the encumbrances and restrictions in the refinanced Indebtedness; (H) any restrictions, with respect to a Restricted Subsidiary, imposed pursuant to an agreement that has been entered into for the sale or disposition of the stock, business, assets or properties of such Restricted Subsidiary; (I) the terms of any Indebtedness of the Company incurred in connection with Section 4.07 hereof, provided that the terms of such Indebtedness constitute no greater encumbrance or restriction on the ability of any Restricted Subsidiary to pay dividends or make distributions, make loans or advances or transfer properties or assets than is otherwise permitted by this Section 4.11; or (J) the terms of purchase money obligations, but only to the extent such purchase money obligations restrict or prohibit transfer of the property so acquired. (b) Nothing contained in this Section 4.11 shall prevent the Company from entering into any agreement or instrument providing for the incurrence of Permitted Liens or restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that are subject to Permitted Liens.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) 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) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any Restricted Subsidiary, or pay any Indebtedness owed to, the Company or any Restricted Subsidiary; , (ii) make loans or advances to the Company; , or (iii) transfer any of its properties or assets to the Company, except for such encumbrances or restrictions existing under or by reason of: (A) applicable law; , (B) Indebtedness permitted (1) under Section 4.07(a) hereof, and (2) under Sections 4.07(b)(i) or (iii) hereof and clauses (i), (v), ii) and (viiii) of Section 4.07(b) and clauses (iv), (vii), (ix), ) and (x) or (xi) of the definition of "Other Permitted Indebtedness," provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive with respect to the items set forth in clauses (3i), (ii) by agreements and transactions permitted under (iii) of this Section 4.05 hereof; 4.12(a) than those contained in the New Credit Agreement as in effect on the date of this Indenture, (C) customary provisions restricting subletting or assignment of any lease or license of the Company or any Restricted Subsidiary; , (D) (1) the terms of the BKC Intercreditor Agreement and any other BKC Agreement, and (2) customary provisions of any franchise, distribution or similar agreement; , (E) any instrument governing Indebtedness or preferred stock or any other encumbrance or restriction of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , (F) Indebtedness or other agreements existing on the Exchange Debenture Issue Date; date of original issuance of the Notes, (G) any Refinancing Indebtedness permitted under Section 4.07(b) hereof and clauses (i)4.07, (v), (vi), (vii), (ix), (x) or (xi) of the definition of Other Permitted Indebtedness; provided that the encumbrances and restrictions created contained in connection with the agreements governing such Refinancing Indebtedness are no more restrictive in any material respect with regard to the interests of the Holders holders of Exchange Debentures the Notes than the encumbrances and restrictions those contained in the refinanced Indebtedness; agreements governing the Indebtedness being refinanced, (H) any restrictions, with respect to a Restricted Subsidiary, imposed pursuant to an agreement that has been entered into for the sale or disposition of the stock, business, assets or properties of such Restricted Subsidiary; , (I) the terms of any Indebtedness of the Company incurred in connection with Section 4.07 hereof, provided that the terms of such Indebtedness constitute no greater encumbrance or restriction on the ability of any Restricted Subsidiary to pay dividends or make distributions, make loans or advances or transfer properties or assets than is otherwise permitted by this Section 4.11; or (J) the terms of purchase money or capital lease obligations, but only to the extent such purchase money obligations restrict or prohibit the transfer of the property so acquired, or (J) any instrument governing the sale of assets of the Company or any Restricted Subsidiary, which encumbrance or restriction applies solely to the assets of the Company or such Restricted subsidiary being sold in such transaction. (b) Nothing contained in this Section 4.11 4.12 shall prevent the Company from entering into any agreement or instrument providing for the incurrence of Permitted Liens or restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that are subject to Permitted Liens.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) 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) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any Restricted Subsidiary, or pay any Indebtedness owed to, the Company or any Restricted Subsidiary; , (ii) make loans or advances to the Company; , or (iii) transfer any of its properties or assets to the Company, except for such encumbrances or restrictions existing under or by reason of: (A) applicable law; , (B) Indebtedness permitted (1) under Section 4.07(a) hereof, and (2) under Sections 4.07(b)(i) or (iii) hereof and clauses (i), (v), ii) and (viiii) of Section 4.07(b) and clauses (iv), (vii), (ix), ) and (x) or (xi) of the definition of "Other Permitted Indebtedness," provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive with respect to the items set forth in clauses (3i), (ii) by agreements and transactions permitted under (iii) of this Section 4.05 hereof; 4.12(a) than those contained in the Existing Credit Agreement as in effect on the date of this Indenture, (C) customary provisions restricting subletting or assignment of any lease or license of the Company or any Restricted Subsidiary; , (D) (1) the terms of the BKC Intercreditor Agreement and any other BKC Agreement, and (2) customary provisions of any franchise, distribution or similar agreement; , (E) any instrument governing Indebtedness or preferred stock or any other encumbrance or restriction of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , (F) Indebtedness or other agreements existing on the Exchange Debenture 1997 Notes Issue Date; , (G) any Refinancing Indebtedness permitted under Section 4.07(b) hereof and clauses (i)4.07, (v), (vi), (vii), (ix), (x) or (xi) of the definition of Other Permitted Indebtedness; provided that the encumbrances and restrictions created contained in connection with the agreements governing such Refinancing Indebtedness are no more restrictive in any material respect with regard to the interests of the Holders holders of Exchange Debentures the Notes than the encumbrances and restrictions those contained in the refinanced Indebtedness; agreements governing the Indebtedness being refinanced, (H) any restrictions, with respect to a Restricted Subsidiary, imposed pursuant to an agreement that has been entered into for the sale or disposition of the stock, business, assets or properties of such Restricted Subsidiary; , (I) the terms of any Indebtedness of the Company incurred in connection with Section 4.07 hereof, provided that the terms of such Indebtedness constitute no greater encumbrance or restriction on the ability of any Restricted Subsidiary to pay dividends or make distributions, make loans or advances or transfer properties or assets than is otherwise permitted by this Section 4.11; or (J) the terms of purchase money or capital lease obligations, but only to the extent such purchase money obligations restrict or prohibit the transfer of the property so acquired, or (J) any instrument governing the sale of assets of the Company or any Restricted Subsidiary, which encumbrance or restriction applies solely to the assets of the Company or such Restricted subsidiary being sold in such transaction. (b) Nothing contained in this Section 4.11 4.12 shall prevent the Company from entering into any agreement or instrument providing for the incurrence of Permitted Liens or restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that are subject to Permitted Liens.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) 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) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any Restricted Subsidiary, or pay any Indebtedness owed to, the Company or any Restricted Subsidiary; (ii) make loans or advances to the Company; or (iii) transfer any of its properties or assets to the Company, except for such encumbrances or restrictions existing under or by reason of: (A) applicable law; (B) Indebtedness permitted (1) under Section 4.07(a) hereof, (2) under Sections 4.07(b)(i) or (iii) hereof and or clauses (i), (v), (vi), (vii), (ix), (x) or (xi) of the definition of Other Permitted Indebtedness, or (3) by agreements and transactions permitted under Section 4.05 hereof; (C) customary provisions restricting subletting or assignment of any lease or license of the Company or any Restricted Subsidiary; (D) (1D)(1) the terms of the BKC Intercreditor Agreement and any other BKC Agreement, and (2) customary provisions of any franchise, distribution or similar agreement; (E) any instrument governing Indebtedness or any other encumbrance or restriction of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (F) Indebtedness or other agreements existing on the Exchange Debenture Issue Datedate of original issuance of the Senior Notes; (G) any Refinancing Indebtedness permitted under Section 4.07(b) hereof and or clauses (i), (v), (vi), (vii), (ix), (x) or (xi) of the definition of Other Permitted Indebtedness; provided that the encumbrances and restrictions created in connection with such Refinancing Indebtedness are no more restrictive in any material respect with regard to the interests of the Holders of Exchange Debentures Senior Notes than the encumbrances and restrictions in the refinanced Indebtedness; (H) any restrictions, with respect to a Restricted Subsidiary, imposed pursuant to an agreement that has been entered into for the sale or disposition of the stock, business, assets or properties of such Restricted Subsidiary; (I) the terms of any Indebtedness indebtedness of the Company incurred in connection with Section 4.07 hereof, provided that the terms of such Indebtedness constitute no greater encumbrance or restriction on the ability of any Restricted Subsidiary to pay dividends or make distributions, make loans or advances or transfer properties or assets than is otherwise permitted by this Section 4.11; or (J) the terms of purchase money obligations, but only to the extent such purchase money obligations restrict or prohibit the transfer of the property so acquired. (b) Nothing contained in this Section 4.11 shall prevent the Company from entering into any agreement or instrument providing for the incurrence of Permitted Liens or restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that are subject to Permitted Liens.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) 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 to exist or become effective, any encumbrance or restriction on the ability of any Restricted Subsidiary to: : (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any Restricted Subsidiary, or pay any Indebtedness owed to, the Company or any Restricted Subsidiary; , (ii) make loans or advances to the Company; or , or (iii) transfer any of its properties or assets to the Company, except for such encumbrances or restrictions existing under or by reason of: : (A) applicable law; , (B) Indebtedness permitted (1x) under Section 4.07(a) hereof4.7(a), (2y) under Sections 4.07(b)(i4.7(b)(i), (ii) or and (iiiiv) hereof and clauses (i), (v), (vi), (vii), ) and (ix), (x) or (xi) of the definition of Other Permitted Indebtedness, or (3z) by Restricted Payments and agreements and transactions or instruments evidencing Restricted Payments permitted under Section 4.05 hereof; 4.5, (C) customary provisions restricting subletting or assignment of any lease or license of the Company or any Restricted Subsidiary; , (D) (1) the terms of the BKC Intercreditor Agreement and any other BKC Agreement, and (2) customary provisions of any franchise, distribution or similar agreement; , (E) any instrument governing Indebtedness or any other encumbrance or restriction of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , (F) Indebtedness or other agreements existing on the Exchange Debenture Issue Date; , (G) any Refinancing Indebtedness permitted under of Indebtedness described in Section 4.07(b4.7(b)(i), (ii), (iii) hereof and (iv) and clauses (i), (v), (vi), (vii), and (ix), (x) or (xi) of the definition of Other Permitted Indebtedness; provided that the encumbrances and restrictions created in connection with such Refinancing Indebtedness are no more restrictive in any material respect with regard to the interests of the Holders of Exchange Debentures than the encumbrances and restrictions in the refinanced Indebtedness; , (H) any restrictions, with respect to a Restricted Subsidiary, imposed pursuant to an agreement that has been entered into for the sale or disposition of the stock, business, assets or properties of such Restricted Subsidiary; , (I) the terms of any Indebtedness of the Company incurred in connection with Section 4.07 hereof4.7, provided that the terms of such Indebtedness constitute no greater encumbrance or restriction on the ability of any Restricted Subsidiary to pay dividends or make distributions, make loans or advances or transfer properties or assets than is otherwise permitted by this Section 4.11; or , and (J) the terms of purchase money obligations, but only to the extent such purchase money obligations restrict or prohibit the transfer of the property so acquired. (b) Nothing contained in this Section 4.11 shall prevent the Company from entering into any agreement or instrument providing for the incurrence of Permitted Liens or restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that are subject to Permitted Liens.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) 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) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any Restricted Subsidiary, or pay any Indebtedness owed to, the Company or any Restricted Subsidiary; (ii) make loans or advances to the Company; or (iii) transfer any of its properties or assets to the Company, except for such encumbrances or restrictions existing under or by reason of: (A) applicable law; (B) Indebtedness permitted (1) under Section 4.07(a) hereof, (2) under Sections 4.07(b)(i) or (iii) hereof and clauses (i), (v), (vi), (vii), (ix), (x) or (xi) of the definition of Other Permitted Indebtedness, or (3) by agreements and transactions permitted under Section 4.05 hereof; (C) customary provisions restricting subletting or assignment of any lease or license of the Company or any Restricted Subsidiary; (D) ) (1) the terms of the BKC Intercreditor Agreement and any other BKC Agreement, and (2) customary provisions of any franchise, distribution or similar agreement; (E) any instrument governing Indebtedness or any other encumbrance or restriction of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (F) Indebtedness or other agreements existing on the Exchange Debenture Issue Datedate of original issuance of the Senior Notes; (G) any Refinancing Indebtedness permitted under Section 4.07(b) hereof and clauses (i), (v), (vi), (vii), (ix), (x) or (xi) of the definition of Other Permitted Indebtedness; provided that the encumbrances and restrictions created in connection with such Refinancing Indebtedness are no more restrictive in any material respect with regard to the interests of the Holders of Exchange Debentures Senior Notes than the encumbrances and restrictions in the refinanced Indebtedness; (H) any restrictions, with respect to a Restricted Subsidiary, imposed pursuant to an agreement that has been entered into for the sale or disposition of the stock, business, assets or properties of such Restricted Subsidiary; (I) the terms of any Indebtedness of the Company incurred in connection with Section 4.07 hereof, provided that the terms of such Indebtedness constitute no greater encumbrance or restriction on the ability of any Restricted Subsidiary to pay dividends or make distributions, make loans or advances or transfer properties or assets than is otherwise permitted by this Section 4.11; or (J) the terms of purchase money obligations, but only to the extent such purchase money obligations restrict or prohibit transfer of the property so acquired. (b) Nothing contained in this Section 4.11 shall prevent the Company from entering into any agreement or instrument providing for the incurrence of Permitted Liens or restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that are subject to Permitted Liens.such

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) 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: to (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any Restricted Subsidiary, or pay any Indebtedness owed to, the Company or any Restricted Subsidiary; (ii) make loans or advances to the Company; or (iii) transfer any of its properties or assets to the Company, except for such encumbrances or restrictions existing under or by reason of: of (A) applicable law; (B) Indebtedness permitted (1) under Section 4.07(a) hereof), (2) under Sections 4.07(b)(i) or ), (ii), (iii) hereof and (iv) and clauses (i), (v), (vi), (vii), (ix), (x) or ), (xi), (xv), (xvi) and (xvii) of the definition of Other Permitted Indebtedness, or (3) by agreements and transactions permitted under Section 4.05 hereof4.05; (C) customary provisions restricting subletting or assignment of any lease or license of the Company or any Restricted Subsidiary; (D) (1) the terms of the BKC Intercreditor Agreement and any other BKC Agreement, and (2) customary provisions of any franchise, distribution or similar agreement; (E) any instrument governing Indebtedness or any other encumbrance or restriction of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (F) Indebtedness or other agreements existing on the Exchange Debenture Issue Datedate of original issuance of the Senior Notes; (G) any Refinancing Indebtedness permitted under of Indebtedness described in Section 4.07(b) hereof and clauses (i), (v), (vi), (vii), (ix), (x) or ), (xi), (xv), (xvi) and (xvii) of the definition of Other Permitted Indebtedness; provided that the encumbrances and restrictions created in connection with such Refinancing Indebtedness are no more restrictive in any material respect with regard to the interests of the Holders of Exchange Debentures Senior Notes than the encumbrances and restrictions in the refinanced Indebtedness; (H) any restrictions, with respect to a Restricted Subsidiary, imposed pursuant to an agreement that has been entered into for the sale or disposition of the stock, business, assets or properties of such Restricted Subsidiary; (I) the terms of any Indebtedness of the Company incurred in connection with Section 4.07 hereof4.07, provided that the terms of such Indebtedness constitute no greater encumbrance or restriction on the ability of any Restricted Subsidiary to pay dividends or make distributions, make loans or advances or transfer properties or assets than is otherwise permitted by this Section 4.11; or and (J) the terms of purchase money obligations, but only to the extent such purchase money obligations restrict or prohibit the transfer of the property so acquired. (b) Nothing contained in this Section 4.11 shall prevent the Company from entering into any agreement or instrument providing for the incurrence of Permitted Liens or restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that are subject to Permitted Liens.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) 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) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any Restricted Subsidiary, or pay any Indebtedness owed to, the Company or any Restricted Subsidiary; (ii) make loans or advances to the Company; or (iii) transfer any of its properties or assets to the Company, except for such encumbrances or restrictions existing under or by reason of: (A) applicable law; (B) Indebtedness permitted (1) under Section 4.07(a) hereof, (2) under Sections 4.07(b)(i) or (iii) hereof and or clauses (i), (v), (vi), (vii), (ix), (x) or (xi) of the definition of Other Permitted Indebtedness, or (3) by agreements and transactions permitted under Section 4.05 hereof; (C) customary provisions restricting subletting or assignment of any lease or license of the Company or any Restricted Subsidiary; (D) ) (1) the terms of the BKC Intercreditor Agreement and any other BKC Agreement, and (2) customary provisions of any franchise, distribution or similar agreement; (E) any instrument governing Indebtedness or any other encumbrance or restriction of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (F) Indebtedness or other agreements existing on the Exchange Debenture Issue Datedate of original issuance of the Senior PIK Notes; (G) any Refinancing Indebtedness permitted under Section 4.07(b) hereof and or clauses (i), (v), (vi), (vii), (ix), (x) or (xi) of the definition of Other Permitted Indebtedness; provided that the encumbrances and restrictions created in connection with such Refinancing Indebtedness are no more restrictive in any material respect with regard to the interests of the Holders of Exchange Debentures Senior PIK Notes than the encumbrances and restrictions in the refinanced Indebtedness; (H) any restrictions, with respect to a Restricted Subsidiary, imposed pursuant to an agreement that has been entered into for the sale or disposition of the stock, business, assets or properties of such Restricted Subsidiary; (I) the terms of any Indebtedness indebtedness of the Company incurred in connection with Section 4.07 hereof, provided that the terms of such Indebtedness constitute no greater encumbrance or restriction on the ability of any Restricted Subsidiary to pay dividends or make distributions, make loans or advances or transfer properties or assets than is otherwise permitted by this Section 4.11; or (J) the terms of purchase money obligations, but only to the extent such purchase money obligations restrict or prohibit the transfer of the property so acquired. (b) Nothing contained in this Section 4.11 shall prevent the Company from entering into any agreement or instrument providing for the incurrence of Permitted Liens or restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that are subject to Permitted Liens.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) 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: to (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any Restricted Subsidiary, or pay any Indebtedness owed to, the Company or any Restricted Subsidiary; (ii) make loans or advances to the Company; or (iii) transfer any of its properties or assets to the Company, except for such encumbrances or restrictions existing under or by reason of: of (A) applicable law; (B) Indebtedness permitted (1) under Section 4.07(a) hereof), (2) under Sections 4.07(b)(i) or ), (ii), (iii) hereof and (iv) and clauses (i), (v), (vi), (vii), (ix), (x) or ), (xi) and (xv) of the definition of Other Permitted Indebtedness, or (3) by agreements and transactions permitted under Section 4.05 hereof4.05; (C) customary provisions restricting subletting or assignment of any lease or license of the Company or any Restricted Subsidiary; (D) (1) the terms of the BKC Intercreditor Agreement and any other BKC Agreement, and (2) customary provisions of any franchise, distribution or similar agreement; (E) any instrument governing Indebtedness or any other encumbrance or restriction of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (F) Indebtedness or other agreements existing on the Exchange Debenture Issue Datedate of original issuance of the Senior Notes; (G) any Refinancing Indebtedness permitted under of Indebtedness described in Section 4.07(b) hereof and clauses (i), (v), (vi), (vii), (ix), (x) or ), (xi) and (xv) of the definition of Other Permitted Indebtedness; provided that the encumbrances and restrictions created in connection with such Refinancing Indebtedness are no more restrictive in any material respect with regard to the interests of the Holders of Exchange Debentures Senior Notes than the encumbrances and restrictions in the refinanced Indebtedness; (H) any restrictions, with respect to a Restricted Subsidiary, imposed pursuant to an agreement that has been entered into for the sale or disposition of the stock, business, assets or properties of such Restricted Subsidiary; (I) the terms of any Indebtedness of the Company incurred in connection with Section 4.07 hereof4.07, provided that the terms of such Indebtedness constitute no greater encumbrance or restriction on the ability of any Restricted Subsidiary to pay dividends or make distributions, make loans or advances or transfer properties or assets than is otherwise permitted by this Section 4.11; or and (J) the terms of purchase money obligations, but only to the extent such purchase money obligations restrict or prohibit the transfer of the property so acquired. (b) Nothing contained in this Section 4.11 shall prevent the Company from entering into any agreement or instrument providing for the incurrence of Permitted Liens or restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that are subject to Permitted Liens.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) 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) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any Restricted Subsidiary, or pay any Indebtedness owed to, the Company or any Restricted Subsidiary; (ii) make loans or advances to the Company; or (iii) transfer any of its properties or assets to the Company, except for such encumbrances or restrictions existing under or by reason of: (A) applicable law; (B) Indebtedness permitted (1) under Section 4.07(a) hereof, (2) under Sections 4.07(b)(i) or and (iii) hereof and clauses [(i), (v), (vi), (vii), (ix), (x) or and (xi) )] of the definition of Other Permitted Indebtedness, or (3) by agreements and transactions permitted under Section 4.05 hereof; (C) customary provisions restricting subletting or assignment of any lease or license of the Company or any Restricted Subsidiary; (D) (1) the terms of the BKC Intercreditor Agreement and any other BKC Agreement, and (2) customary provisions of any franchise, distribution or similar agreement; (E) any instrument governing Indebtedness or any other encumbrance or restriction of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (F) Indebtedness or other agreements existing on the Exchange Debenture Issue Datedate of original issuance of the Senior Notes; (G) any Refinancing Indebtedness permitted under Section 4.07(b) hereof and clauses [(i), (v), (vi), (vii), (ix), (x) or and (xi) )] of the definition of Other Permitted Indebtedness; provided that the encumbrances and restrictions created in connection with such Refinancing Indebtedness are no more restrictive in any material respect with regard to the interests of the Holders of Exchange Debentures Senior Notes than the encumbrances and restrictions in the refinanced Indebtedness; (H) any restrictions, with respect to a Restricted Subsidiary, imposed pursuant to an agreement that has been entered into for the sale or disposition of the stock, business, assets or properties of such Restricted Subsidiary; (I) the terms of any Indebtedness of the Company incurred in connection with Section 4.07 hereof, provided that the terms of such Indebtedness constitute no greater encumbrance or restriction on the ability of any Restricted Subsidiary to pay dividends or make distributions, make loans or advances or transfer properties or assets than is otherwise permitted by this Section 4.11; or and (J) the terms of purchase money obligations, but only to the extent such purchase money obligations restrict or prohibit the transfer of the property so acquired. (b) Nothing contained in this Section 4.11 shall prevent the Company from entering into any agreement or instrument providing for the incurrence of Permitted Liens or restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that are subject to Permitted Liens.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) 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 to exist or become effective, any encumbrance or restriction on the ability of any Restricted Subsidiary to: (ia) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any Restricted Subsidiary, or pay any Indebtedness owed to, the Company or any Restricted Subsidiary; , (iib) make loans or advances to the Company; , or (iiic) transfer any of its properties or assets to the Company, except for such encumbrances or restrictions existing under or by reason of: : (Ai) applicable law; ; (Bii) Indebtedness permitted (1A) under Section 4.07(a4.09(a) hereof, (2B) under Sections 4.07(b)(iclauses (i) or and (iii) of Section 4.09(b) hereof and clauses (i), (v), (vi), (vii), (ix), (x) or and (xi) of the definition of Other Permitted Indebtedness, or (3C) by agreements and transactions permitted under Section 4.05 4.07 hereof; ; (Ciii) customary provisions restricting subletting or assignment of any lease or license of the Company or any Restricted Subsidiary; ; (D) (1) the terms of the BKC Intercreditor Agreement and any other BKC Agreement, and (2iv) customary provisions of any franchise, distribution or similar agreement; ; (Ev) any instrument governing Indebtedness or any other encumbrance or restriction of a Person person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any Personperson, or the properties or assets of any Personperson, other than the Personperson, or the property or assets of the Personperson, so acquired; ; (Fvi) Indebtedness or other agreements existing on the Exchange Debenture Issue Date; date of original issuance of the Notes; (Gvii) any Refinancing Indebtedness permitted under Section 4.07(b) 4.09 hereof and clauses (i), (v), (vi), (vii), (ix), (x) or and (xi) of the definition of Other Permitted Indebtedness; provided that the encumbrances and restrictions created in connection with such Refinancing Indebtedness are no more restrictive in any material respect with regard to the interests of the Holders holders of Exchange Debentures Notes than the encumbrances and restrictions in the refinanced Indebtedness; ; (Hviii) any restrictions, with respect to a Restricted Subsidiary, imposed pursuant to an agreement that has been entered into for the sale or disposition of the stock, business, assets or properties of such Restricted Subsidiary; ; (Iix) the terms of any Indebtedness of the Company incurred in connection with Section 4.07 4.09 hereof, provided that the terms of such Indebtedness constitute no greater encumbrance or restriction on the ability of any Restricted Subsidiary to pay dividends or make distributions, make loans or advances or transfer properties or assets than is otherwise permitted by this Section 4.11covenant; or and (Jx) the terms of purchase money obligations, but only to the extent such purchase money obligations restrict or prohibit the transfer of the property so acquired. (b) . Nothing contained in this Section 4.11 4.08 shall prevent the Company from entering into any agreement or instrument providing for the incurrence of Permitted Liens or restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that are subject to Permitted Liens.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) 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 to exist or become effective, any encumbrance or restriction on the ability of any Restricted Subsidiary to: : (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any Restricted Subsidiary, or pay any Indebtedness owed to, the Company or any Restricted Subsidiary; , (ii) make loans or advances to the Company; or , or (iii) transfer any of its properties or assets to the Company, except for such encumbrances or restrictions existing under or by reason of: : (A) applicable law; , (B) Indebtedness permitted (1x) under Section 4.07(a) hereof), (2y) under Sections 4.07(b)(i), (ii) or and (iiiiv) hereof and clauses (i), (v), (vi), (vii), ) and (ix), (x) or (xi) of the definition of Other Permitted Indebtedness, or (3z) by Restricted Payments and agreements and transactions or instruments evidencing Restricted Payments permitted under Section 4.05 hereof; 4.05, (C) customary provisions restricting subletting or assignment of any lease or license of the Company or any Restricted Subsidiary; , (D) (1) the terms of the BKC Intercreditor Agreement and any other BKC Agreement, and (2) customary provisions of any franchise, distribution or similar agreement; , (E) any instrument governing Indebtedness or any other encumbrance or restriction of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , (F) Indebtedness or other agreements existing on the Exchange Debenture Issue Date; date of original Issuance of the Securities, (G) any Refinancing Indebtedness permitted under of Indebtedness described in Section 4.07(b4.07(b)(i), (ii), (iii) hereof and (iv) and clauses (i), (v), (vi), (vii), and (ix), (x) or (xi) of the definition of Other Permitted Indebtedness; provided that the encumbrances and restrictions created in connection with such Refinancing Indebtedness are no more restrictive in any material respect with regard to the interests of the Holders of Exchange Debentures than the encumbrances and restrictions in the refinanced Indebtedness; , (H) any restrictions, with respect to a Restricted Subsidiary, imposed pursuant to an agreement that has been entered into for the sale or disposition of the stock, business, assets or properties of such Restricted Subsidiary; , (I) the terms of any Indebtedness of the Company incurred in connection with Section 4.07 hereof4.07, provided that the terms of such Indebtedness constitute no greater encumbrance or restriction on the ability of any Restricted Subsidiary to pay dividends or make distributions, make loans or advances or transfer properties or assets than is otherwise permitted by this Section 4.11; or , and (J) the terms of purchase money obligations, but only to the extent such purchase money obligations restrict or prohibit the transfer of the property so acquired. (b) Nothing contained in this Section 4.11 shall prevent the Company from entering into any agreement or instrument providing for the incurrence of Permitted Liens or restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that are subject to Permitted Liens.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) 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 to exist or become effective, any encumbrance or restriction on the ability of any Restricted Subsidiary to: : (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any Restricted Subsidiary, or pay any Indebtedness owed to, the Company or any Restricted Subsidiary; , (ii) make loans or advances to the Company; or , or (iii) transfer any of its properties or assets to the Company, except for such encumbrances or restrictions existing under or by reason of: : (A) applicable law; , (B) Indebtedness permitted (permitted; 1) under Section 4.07(a) hereof, (), 2) under Sections 4.07(b)(i), (b)(ii) or and (iiib)(iv) hereof and clauses (i), (v), (vi), (vii), ) and (ix), (x) or (xi) of the definition of Other Permitted Indebtedness, or (or 3) by agreements and transactions permitted under Section 4.05 hereof; 4.05, (C) customary provisions restricting subletting or assignment of any lease or license of the Company or any Restricted Subsidiary; , (D) (1) the terms of the BKC Intercreditor Agreement and any other BKC Agreement, and (2) customary provisions of any franchise, distribution or similar agreement; , (E) any instrument governing Indebtedness or any other encumbrance or restriction of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; , (F) Indebtedness or other agreements existing on the Exchange Debenture Issue Date; date of original Issuance of the Securities, (G) any Refinancing Indebtedness permitted under of Indebtedness described in Section 4.07(b4.07(b)(i), (b)(ii), and (b)(iv) hereof and clauses (i), (v), (vi), (vii), and (ix), (x) or (xi) of the definition of Other Permitted Indebtedness; provided that the encumbrances and restrictions created in connection with such Refinancing Indebtedness are no more restrictive in any material respect with regard to the interests of the Holders of Exchange Debentures than the encumbrances and restrictions in the refinanced Indebtedness; , (H) any restrictions, with respect to a Restricted Subsidiary, imposed pursuant to an agreement that has been entered into for the sale or disposition of the stock, business, assets or properties of such Restricted Subsidiary; , (I) the terms of any Indebtedness of the Company incurred in connection with Section 4.07 hereof4.07, provided that the terms of such Indebtedness constitute no greater encumbrance or restriction on the ability of any Restricted Subsidiary to pay dividends or make distributions, make loans or advances or transfer properties or assets than is otherwise permitted by this Section 4.11; or , and (J) the terms of purchase money obligations, but only to the extent such purchase money obligations restrict or prohibit the transfer of the property so acquired. (b) Nothing contained in this Section 4.11 shall prevent the Company from entering into any agreement or instrument providing for the incurrence of Permitted Liens or restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that are subject to Permitted Liens.