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

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions on its Stock or any other interest or participation in, or measured by, its profits owed by, or pay any Indebtedness owed to, the Borrower or a Subsidiary, (b) make any loans or advances to the Borrower or any Subsidiary or (c) transfer any of its properties or assets to the Borrower or to any Subsidiary, except, in each case, for such encumbrances or restrictions existing under or contemplated by or by reason of (i) this Agreement, (ii) any restrictions existing under or contemplated by agreements in effect on the Closing Date, (iii) any restrictions, with respect to a Subsidiary that is not a Subsidiary of the Borrower on the Closing Date, in existence at the time such Person becomes a Subsidiary of the Borrower (but not created in contemplation of such Person becoming a Subsidiary), or (iv) any restrictions existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause (i), (ii) or (iii) above, provided, however, that the terms and conditions of any such restrictions under this clause (iv) are not materially less favorable to the Lender than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinanced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall Issuers and the Guarantors, if any, will not, and shall will not permit any Subsidiary of their Subsidiaries to, individually or collectively, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Sun International, SINA or such Guarantor, if any, to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, Sun International, SINA, the Guarantors, if any, or any Subsidiary of any of them, or to guaranty the Securities, except (a) pay dividends, in cash restrictions imposed by the Securities or otherwise, or make any other distributions on its Stock or any other interest or participation in, or measured by, its profits owed by, or pay any Indebtedness owed to, the Borrower or a Subsidiaryherein, (b) make any loans or advances to the Borrower or any Subsidiary or restrictions imposed by applicable law, (c) transfer existing restrictions under the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation of the Indenture or any agreement relating to any property, asset, or business acquired by Sun International or any of its properties Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or assets in anticipation of such acquisition and are not applicable to any person, other than the Borrower person acquired, or to any Subsidiaryproperty, exceptasset or business, in each caseother than the property, for such encumbrances or restrictions existing under or contemplated by or by reason of (i) this Agreementassets and business so acquired, (iie) any restrictions existing such restriction or requirement imposed by Indebtedness incurred under paragraph (a) of the definition of "Permitted Indebtedness," provided such restriction or contemplated requirement is no more restrictive than that imposed by agreements in effect on the Closing Credit Agreement as of the Issue Date, (iiif) any restrictions, restrictions with respect solely to a Subsidiary of Sun International imposed pursuant to a binding agreement that is not a Subsidiary has been entered into for the sale or disposition of all or substantially all of the Borrower Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary that are being sold, (g) restrictions on the Closing Date, transfer contained in existence at the time such Person becomes a Subsidiary FF&E Indebtedness incurred pursuant to paragraph (c) of the Borrower (but not created in contemplation definition of "Permitted Indebtedness," provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Person becoming a Subsidiary)FF&E Indebtedness, or and (ivh) any in connection with and pursuant to Permitted Refinancings, replacements of restrictions existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause imposed pursuant to clauses (ia), (iic) or (iiid) aboveof this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, providedneither (a) customary provisions restricting subletting or assignment of any lease, howeverlicense or contract entered into in the ordinary course of business, that consistent with industry practice, nor (b) Liens permitted under the terms of the Indenture shall in and conditions of any themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such restrictions under this clause (iv) are not materially less favorable to agreement or assets, as the Lender than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinancedcase may be.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company and the Guarantors shall not, and shall not permit any Subsidiary of their Subsidiaries to, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) pay dividends, in cash restrictions imposed by the Notes or otherwise, or make any other distributions on its Stock or any other interest or participation in, or measured by, its profits owed by, or pay any Indebtedness owed to, the Borrower or a Subsidiarythis Indenture, (b) make any loans or advances to the Borrower or any Subsidiary or restrictions imposed by applicable law, (c) transfer existing restrictions under Indebtedness outstanding on the Issue Date, (d) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its properties Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or assets in anticipation of such acquisition and are not applicable to any person, other than the Borrower person acquired, or to any Subsidiaryproperty, exceptasset or business, in each caseother than the property, for such encumbrances or restrictions existing under or contemplated by or by reason of (i) this Agreementassets and business so acquired, (iie) any restrictions existing under such restriction or contemplated requirement imposed by agreements in effect on the Closing DateBank Indebtedness, (iiif) any restrictions, restrictions with respect solely to a Subsidiary that is not a Subsidiary of the Borrower on Company imposed pursuant to a binding agreement which has been entered into for the Closing Date, in existence at the time such Person becomes a Subsidiary sale or disposition of all or substantially all of the Borrower (but not created in contemplation Capital Stock or assets of such Person becoming a Subsidiary), provided such restrictions apply solely to the Capital Stock or assets of such Subsidiary which are being sold, and (ivg) any in connection with and pursuant to permitted refinancings, replacements of restrictions existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause imposed pursuant to clauses (ia), (iic) or (iiid) aboveof this Section 4.10 that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, providedneither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, howeverconsistent with industry practice, that nor (b) Liens permitted under the terms of this Indenture on assets securing Senior Indebtedness incurred in accordance with the terms of Section 4.09 hereof shall in and conditions of any themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such restrictions under this clause (iv) are not materially less favorable to agreement or assets, as the Lender than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinancedcase may be.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company and the Guarantors shall not, and shall not permit any Subsidiary of their Subsidiaries to, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of their Subsidiaries to (a) pay dividendsdividends or make other distributions to or on behalf of, in cash or otherwiseto pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make any other distributions on its Stock or any other interest or participation in, or measured by, its profits owed by, or pay any Indebtedness owed to, the Borrower or a Subsidiary, (b) make any loans or advances to or on behalf of, the Borrower Company, the Guarantors or any Subsidiary of their Subsidiaries, except: (1) restrictions imposed by the Notes, the Collateral Agreements or this Indenture or by the Company's other Indebtedness (cwhich may also be guaranteed by the Guarantors) transfer ranking pari passu with the Notes or the Guarantees, as applicable; provided, that such restrictions are no more restrictive in any material respect than those imposed by this Indenture, the Collateral Agreements and the Notes; (2) restrictions imposed by applicable law; (3) existing restrictions as of the Issue Date, including those under Existing Indebtedness; (4) restrictions under any Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any of its properties the Guarantors not incurred in violation of this Indenture or assets to the Borrower or any agreement relating to any Subsidiaryproperty, exceptasset, or business acquired by the Company, the Guarantors or any of their Subsidiaries, which restrictions, in each case, existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than the Person acquired, or to any property, asset or business, other than the property, assets and business so acquired; (5) any restriction imposed by Indebtedness incurred under the Credit Agreement pursuant to clause (f) of the definition of "Permitted Indebtedness"; provided, that such restriction or requirement is no more restrictive in any material respect than that imposed by the Credit Agreement on the Issue Date; (6) restrictions with respect solely to any of the Company's Subsidiaries imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all of the Equity Interests or assets of such encumbrances Subsidiary; provided, that such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold; (7) restrictions existing under on transfer contained in Purchase Money Indebtedness incurred pursuant to Section 4.7 hereof or contemplated by or by reason clause (g) of the definition of "Permitted 55 Indebtedness;" provided, that such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness; (i) this Agreement8) in connection with and pursuant to permitted refinancings, the replacements of restrictions imposed pursuant to clauses (1), (ii3), (4) or (7) or this clause (8) of this paragraph that are not more restrictive in any material respect than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced; and (9) any restrictions existing under other customary provisions arising or contemplated by agreements agreed to in effect on the Closing Dateordinary course of business consistent with past practice, not relating to Indebtedness or Capital Stock, that do not individually or in the aggregate detract from the value of the assets of the Company or any Guarantor. Notwithstanding the foregoing, (iiia) leases, licenses or contracts entered into in the ordinary course of business, consistent with industry practice may be subject to customary restrictions on subletting or assignment, and (b) any restrictions, asset subject to a Lien which is not prohibited to exist with respect to a Subsidiary that is not a Subsidiary of the Borrower on the Closing Date, in existence at the time such Person becomes a Subsidiary of the Borrower (but not created in contemplation of such Person becoming a Subsidiary), or (iv) any restrictions existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause (i), (ii) or (iii) above, provided, however, that the terms and conditions of any such restrictions under this clause (iv) are not materially less favorable to the Lender than those under or asset pursuant to the agreement being replaced terms of this Indenture, may be subject to customary restrictions on the transfer or disposition thereof pursuant to such Lien. Nothing contained in this Section 4.10 shall prevent the agreement evidencing the Indebtedness refinancedCompany or any Subsidiary from creating, incurring, assuming or suffering to exist any Lien otherwise permitted pursuant to Section 4.8 hereof.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any Subsidiary of its Subsidiaries to, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of the Company: (i) to (a) pay dividends, in cash or otherwise, dividends or make any other distributions to or on its Stock behalf of the Company or any other interest of its Subsidiaries, (ii) to pay any obligation to or participation inon behalf of the Company or any of its Subsidiaries, or measured by, its profits owed by, (iii) to make or pay any Indebtedness owed to, the Borrower or a Subsidiary, (b) make any loans or advances to or on behalf of the Borrower Company or any Subsidiary of its Subsidiaries or (civ) otherwise to transfer any of its properties or assets to or on behalf of the Borrower Company or any of its Subsidiaries, except (a) restrictions imposed by the Securities or this Indenture, (b) restrictions imposed by applicable law, (c) existing restrictions under specified Indebtedness outstanding on the Issue Date, or under any Acquired Indebtedness not incurred in violation of this Indenture or under any agreement relating to any property, asset, or business acquired by the Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than the Person acquired, or to any Subsidiaryproperty, exceptasset or business, in each caseother than the property, for such encumbrances or restrictions existing under or contemplated by or by reason of (i) this Agreementassets and business so acquired, (iid) any restrictions existing such restriction or requirement imposed by Indebtedness incurred under clause (b) of the definition of "Permitted Indebtedness", provided such restriction or contemplated requirement is no more restrictive than that imposed by agreements in effect on the Closing Credit Agreement as of the Issue Date, (iiie) any restrictions, restrictions with respect solely to a Subsidiary that is not a Subsidiary of the Borrower Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, provided such restrictions apply solely to the Capital Stock or assets of such Subsidiary that are being sold and only to the extent such Subsidiary is so sold within 180 days of such event, (f) restrictions on transfer contained in Purchase Money Indebtedness, provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness, (g) customary restrictions imposed on the Closing Datetransfer of copyrighted or patented materials and customary provisions in agreements (other than agreements relating to Indebtedness) that restrict the assignment of such agreements or any rights thereunder, and (h) in existence at connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clause (c) of this Section 4.11 that are not more restrictive than those being replaced and do not apply to any other Person or assets than those that would have been covered by the time such Person becomes restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice nor (b) Liens permitted under the terms of this Indenture shall in and of themselves be considered a Subsidiary restriction on the ability of the Borrower (but not created in contemplation of applicable Subsidiary to transfer such Person becoming a Subsidiary)agreement or assets, or (iv) any restrictions existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause (i), (ii) or (iii) above, provided, however, that as the terms and conditions of any such restrictions under this clause (iv) are not materially less favorable to the Lender than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinancedcase may be.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall Company and the Guarantors will not, and shall will not permit any Subsidiary of their Restricted Subsidiaries to, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (a) pay dividendsdividends or make other distributions to or on behalf of, in cash or otherwiseto pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make any other distributions on its Stock or any other interest or participation in, or measured by, its profits owed by, or pay any Indebtedness owed to, the Borrower or a Subsidiary, (b) make any loans or advances to or on behalf of, the Borrower Company, or any Restricted Subsidiary of the Company, except (i) restrictions imposed by the Notes or herein, (cii) transfer restrictions imposed by applicable law, (iii) existing restrictions under Indebtedness outstanding on the Issue Date, (iv) restrictions under any Acquired Indebtedness not incurred in violation of the Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its properties or assets to the Borrower or to any SubsidiaryRestricted Subsidiaries, exceptwhich restrictions, in each case, for existed at the time of acquisition, were not put in place in connection with or in anticipation of such encumbrances acquisition and are not applicable to any Person, other than the Person acquired, or restrictions existing to any property, asset or business, other than the property, assets and business so acquired, (v) any such restriction or requirement imposed by Indebtedness incurred under or contemplated by or by reason of (i) this Agreement, clause (ii) any restrictions existing under of the definition of "Permitted Indebtedness," provided such restriction or contemplated requirement is no more restrictive than that imposed by agreements in effect on the Closing Credit Agreement as of the Issue Date, (iiivi) any restrictions, restrictions with respect solely to a Subsidiary that is not a Restricted Subsidiary of the Borrower on Company imposed pursuant to a binding agreement that has been entered into for the Closing Date, in existence at the time such Person becomes a Subsidiary sale or disposition of all or substantially all of the Borrower (but not created in contemplation Equity Interests or assets of such Person becoming a Restricted Subsidiary), or (iv) any restrictions existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause (i), (ii) or (iii) above, provided, however, that the terms and conditions of any provided such restrictions under this clause (iv) are not materially less favorable apply solely to the Lender than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinanced.Equity

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall not, and shall not permit Neither the Company nor any Subsidiary toof its Subsidiaries will, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to pay dividends or make other distributions to, or to pay any obligation (including, without limitation, in respect of the Guarantee) to, or to otherwise transfer assets or make or pay loans or advances to, the Company or any of its Subsidiaries, except (a) pay dividendsreasonable and customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, in cash or otherwise, or make any other distributions on its Stock or any other interest or participation in, or measured by, its profits owed by, or pay any Indebtedness owed to, the Borrower or a Subsidiaryconsistent with industry practices, (b) make any loans or advances to the Borrower or any Subsidiary or restrictions imposed by applicable law, (c) transfer restrictions under any Acquired Indebtedness or any agreement relating to any property, asset or business acquired by the Company or any of its properties Subsidiaries, which restrictions existed at the time of acquisition, were not put in place in connection with or assets in anticipation of such acquisition and are not applicable to any person, other than the Borrower person acquired or to any Subsidiaryproperty, exceptasset or business other than the property, in each case, for such encumbrances or restrictions existing under or contemplated by or by reason of (i) this Agreementasset and business so acquired, (iid) any restrictions existing under or contemplated by agreements in effect on the Closing Date, (iii) any restrictions, with respect solely to a Subsidiary that is not a Subsidiary of the Borrower on Company imposed pursuant to a binding agreement (subject only to reasonable and customary closing conditions and termination provisions) that has been entered into for the Closing Date, in existence at the time such Person becomes a Subsidiary sale or disposition of all or substantially all of the Borrower (but not created in contemplation Capital or assets to be sold of such Person becoming a Subsidiary), provided such restrictions apply solely to the Capital or assets to be sold of such Subsidiary, and such sale or disposition is permitted under Section 4.14, (ive) any reasonable and customary restrictions existing under any agreement that refinances or replaces an agreement containing a restriction on transfers of all collateral imposed in connection with Liens securing Indebtedness, to the extent such Liens are permitted by Section 4.13 and to the extent such Indebtedness is permitted by Section 4.11, and (f) replacements of restrictions imposed pursuant to clause (i), (iic) or (iii) above, provided, however, that the terms and conditions of any such restrictions under this clause (ivf) that are not materially less favorable to the Lender more restrictive than those under or pursuant to the agreement being replaced and do not apply to any additional property or the agreement evidencing the Indebtedness refinancedassets.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any Subsidiary of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or any other interest or participation in, or measured by, its profits owed byprofits, or (b) pay any Indebtedness owed to, to the Borrower Company or a any other Restricted Subsidiary, (bc) make any loans or advances to the Borrower Company or any Subsidiary other Restricted Subsidiary, or (cd) sell, lease or transfer any of its properties or assets to the Borrower Company or to any other Restricted Subsidiary, except, in each case, except for such encumbrances or restrictions existing under or contemplated by or by reason of (i) this AgreementIndenture, the New Credit Facility and the Security Documents, (ii) any restrictions existing under or contemplated by agreements in effect on the Closing Issue Date, (iii) any restrictions, with respect to a Restricted Subsidiary of the Company that is not a Restricted Subsidiary of the Borrower Company on the Closing Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Borrower such Issuer (but not created in contemplation of such Person becoming a Restricted Subsidiary), or (iv) applicable law or any applicable rule, regulation or order, (v) customary restrictions arising from Liens permitted under Section 4.11 to the extent related to the assets subject to such Liens, (vi) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (vii) customary provisions contained in leases, joint venture, license and other agreements entered into in the ordinary course of business, (viii) any restrictions existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause clauses (i), (ii) or and (iii) above, provided, however, ; provided that the terms and conditions of any such restrictions under this clause (ivviii) are not materially less favorable to the Lender Holders than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinancedrefinanced and (ix) provisions contained in agreements or instruments that prohibit the transfer of all or substantially all of the assets of the obligor and its Subsidiaries unless the transferee shall assume the obligations of the obligor under such agreement or instrument.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not and the Parent shall not, and neither the Company nor the Parent shall not permit any Subsidiary of the Company or the Parent to, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of the Company or the Guarantors to (a) pay dividendsdividends or make other distributions to or on behalf of, in cash or otherwiseto pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make any other distributions on its Stock or any other interest or participation in, or measured by, its profits owed by, or pay any Indebtedness owed to, the Borrower or a Subsidiary, (b) make any loans or advances to or on behalf of, the Borrower Company, the Parent or any Subsidiary of the Company or (c) transfer any of its properties or assets to the Borrower or to any SubsidiaryParent, except, in each case, for such encumbrances : (1) restrictions imposed by the Notes or restrictions existing under or contemplated by this Indenture or by reason the Company's other Indebtedness (which may also be guaranteed by the Guarantors) ranking pari passu in right of payment with the Notes or the Guarantees, as applicable; provided, that such restrictions are no more restrictive taken as a whole than those imposed by this Indenture and the Notes, (i2) this Agreement, restrictions imposed by applicable law, (ii3) any existing restrictions existing under or contemplated by agreements Existing Indebtedness (as in effect on the Closing Issue Date), (4) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement (including any Equity Interest) relating to any property, asset, or business acquired by the Company, the Parent or any Subsidiary of the Company or the Parent, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than the Person acquired, or to any property, asset or business, other than the property, assets and business so acquired, (5) any restriction imposed by Indebtedness incurred under the Credit Agreement or other Senior Debt incurred pursuant to Section 4.7 hereof; provided, that such restriction or requirement is no more restrictive, taken as a whole, than that imposed by the Credit Agreement, as of the consummation of the Merger, (6) any restriction imposed by Indebtedness incurred by Non-Guarantor Subsidiaries incurred pursuant to Section 4.7 hereof, (7) restrictions with respect solely to any Subsidiary of the Company or the Parent imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all of the Equity Interests or assets of such Subsidiary; provided, that such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold, (8) in connection with and pursuant to permitted Refinancings, replacements of restrictions imposed pursuant to clause (1), (iii3) or (4) or this clause (8) of this Section 4.10 that are not more restrictive taken as a whole than those being replaced and do not apply to any restrictionsother Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced or replaced, and (9) customary provisions with respect to the disposition or distribution of assets in joint venture agreements and other similar agreements relating solely to the assets subject to such agreement. Notwithstanding the foregoing, (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice shall not be prohibited by this Section 4.10 and (b) any asset subject to a Subsidiary that Lien which is not a Subsidiary of the Borrower on the Closing Date, in existence at the time prohibited to exist with respect to such Person becomes a Subsidiary of the Borrower (but not created in contemplation of such Person becoming a Subsidiary), or (iv) any restrictions existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause (i), (ii) or (iii) above, provided, however, that the terms and conditions of any such restrictions under this clause (iv) are not materially less favorable to the Lender than those under or asset pursuant to the agreement being replaced terms of this Indenture may be subject to customary restrictions on the transfer or the agreement evidencing the Indebtedness refinanceddisposition thereof pursuant to such Lien.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. (a) The Borrower Company shall not, and shall not permit any Subsidiary of its Subsidiaries to, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of its Subsidiaries to (a) pay dividendsdividends or make other distributions to or on behalf of, in cash or otherwiseto pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make any other distributions on its Stock or any other interest or participation in, or measured by, its profits owed by, or pay any Indebtedness owed to, the Borrower or a Subsidiary, (b) make any loans or advances to or on behalf of, the Borrower Company or any Subsidiary or (c) transfer any of its properties Subsidiaries, except: (i) restrictions imposed by the Notes or assets this Indenture or by the other Indebtedness of the Company ranking senior or pari passu with the Notes; provided that, except as set forth in clause (v) below, such restrictions are no more restrictive taken as a whole than those imposed by this Indenture and the Notes, (ii) restrictions imposed by applicable law, (iii) existing restrictions under Existing Indebtedness, (iv) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement (including any Equity Interest) relating to any property, asset, or business acquired by the Borrower Company or any of its Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition and are not applicable to any Person, other than the Person acquired, or to any Subsidiaryproperty, exceptasset or business, in each caseother than the property, for such encumbrances or restrictions existing under or contemplated by or by reason of assets and business so acquired, (i) this Agreement, (iiv) any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Credit Agreement as of the Issue Date, (vi) restrictions existing under or contemplated by agreements in effect on the Closing Date, (iii) any restrictions, with respect solely to a Subsidiary that is not a Subsidiary of the Borrower on Company imposed pursuant to a binding agreement which has been entered into for the Closing Date, in existence at the time such Person becomes a Subsidiary sale or disposition of all or substantially all of the Borrower (but not created in contemplation Equity Interests or assets of such Person becoming a Subsidiary); provided that such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold, (vii) restrictions on transfer contained in Purchase Money Indebtedness; provided that such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness, (viii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business, (ix) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, and (ivx) any in connection with and pursuant to refinancings or replacements of restrictions existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause imposed pursuant to clauses (i), (iiiii), (iv), (v) or (iiivii) above, provided, however, that the terms and conditions of any such restrictions under or this clause (x) of this paragraph that are not more restrictive than those contained in the Indebtedness being refinanced or replaced or contained in the Indebtedness referred to in clauses (i), (iii), (iv) are or (vii) of this paragraph (taken as a whole and as in effect on the date of such refinancing or replacement, as the case may be) and do not materially less favorable apply to the Lender any other Person or assets than those under that would have been covered by the restrictions in the Indebtedness so refinanced. (b) Notwithstanding the foregoing, (i) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice and (ii) any asset subject to a Lien which is not prohibited to exist with respect to such asset pursuant to the agreement being replaced terms of this Indenture may be subject to customary restrictions on the transfer or the agreement evidencing the Indebtedness refinanceddisposition thereof pursuant to such Lien.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of the Company to (a) pay dividends, in cash or otherwise, or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits owed owned by, or pay any Indebtedness owed to, the Borrower Company or a SubsidiarySubsidiary of the Company, (b) make any loans or advances to the Borrower Company or any Subsidiary of the Company or (c) transfer any of its properties or assets to the Borrower Company or to any SubsidiarySubsidiary of the Company, except, in each case, for such encumbrances or restrictions existing under or contemplated by or by reason of (i) the Securities, this AgreementIndenture, the Credit Agreement and the Security Documents, (ii) any restrictions existing under or contemplated by agreements in effect on the Initial Closing Date, (iii) any restrictions, with respect to a Subsidiary of the Company that is not a Subsidiary of the Borrower Company on the Initial Closing Date, in existence at the time such Person becomes a Subsidiary of the Borrower Company (but not created in contemplation of such Person becoming a Subsidiary), (iv) applicable law or any applicable rule, regulation or order, (v) Liens permitted under Section 4.11, (vi) secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under Section 4.9, (vii) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (viii) customary provisions contained in leases and other agreements entered into in the ordinary course of business, or (ivix) any restrictions existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause clauses (i), (ii) or and (iii) above, provided, however, provided that the terms and conditions of any such restrictions under this clause (ivix) are not materially less favorable to the Lender Holders than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinanced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall Issuers and the Guarantors will not, and shall will not permit any Subsidiary of their Subsidiaries to, individually or collectively, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Sun International, SINA or such Guarantor to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, Sun International, SINA, the Guarantors or any Subsidiary of any of them, or to guaranty the Notes, except (a) pay dividends, in cash restrictions imposed by the Notes or otherwise, or make any other distributions on its Stock or any other interest or participation in, or measured by, its profits owed by, or pay any Indebtedness owed to, the Borrower or a Subsidiaryherein, (b) make any loans or advances to the Borrower or any Subsidiary or restrictions imposed by applicable law, (c) transfer existing restrictions under the Credit Agreement, (d) restrictions under any Acquired Indebtedness not incurred in violation of the Indenture or any agreement relating to any property, asset, or business acquired by Sun International or any of its properties Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or assets in anticipation of such acquisition and are not applicable to any person, other than the Borrower person acquired, or to any Subsidiaryproperty, exceptasset or business, in each caseother than the property, for such encumbrances or restrictions existing under or contemplated by or by reason of (i) this Agreementassets and business so acquired, (iie) any restrictions existing such restriction or requirement imposed by Indebtedness incurred under paragraph (a) of the definition of "Permitted Indebtedness," provided such restriction or contemplated requirement is no more restrictive than that imposed by agreements in effect on the Closing Credit Agreement as of the Issue Date, (iiif) any restrictions, restrictions with respect solely to a Subsidiary of Sun International imposed pursuant to a binding agreement that is not a Subsidiary has been entered into for the sale or disposition of all or substantially all of the Borrower Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary that are being sold, (g) restrictions on the Closing Date, transfer contained in existence at the time such Person becomes a Subsidiary FF&E Indebtedness incurred pursuant to paragraph (c) of the Borrower (but not created in contemplation definition of "Permitted Indebtedness," provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Person becoming a Subsidiary)FF&E Indebtedness, or and (ivh) any in connection with and pursuant to Permitted Refinancings, replacements of restrictions existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause imposed pursuant to clauses (ia), (iic) or (iiid) aboveof this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, providedneither (a) customary provisions restricting subletting or assignment of any lease, howeverlicense or contract entered into in the ordinary course of business, that consistent with industry practice, nor (b) Liens permitted under the terms of the Indenture shall in and conditions of any themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such restrictions under this clause (iv) are not materially less favorable to agreement or assets, as the Lender than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinancedcase may be.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not, and shall not permit any Subsidiary of its Subsidiaries to, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company, except (a) pay dividends, in cash or otherwise, or make any other distributions on its Stock or any other interest or participation in, or measured by, its profits owed by, or pay any Indebtedness owed torestrictions imposed by the Notes, the Borrower Security Documents or a Subsidiarythe Indenture or by other indebtedness of the Company ranking PARI PASSU with the Notes, PROVIDED that such restrictions are no more restrictive than those imposed by the Indenture and the Notes, (b) make any loans or advances to the Borrower or any Subsidiary or restrictions imposed by applicable law, (c) transfer existing restrictions under Indebtedness outstanding on the Issue Date, (d) restrictions under any Acquired Indebtedness not incurred in violation of the Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its properties Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or assets in anticipation of such acquisition and are not applicable to any Person, other than the Borrower Person acquired, or to any Subsidiaryproperty, exceptasset or business, in each caseother than the property, for such encumbrances or restrictions existing under or contemplated by or by reason of (i) this Agreementassets and business so acquired, (iie) any restrictions existing under or contemplated by agreements in effect on the Closing Date, (iii) any restrictions, with respect solely to a Subsidiary that is not a Subsidiary of the Borrower on Company imposed pursuant to a binding agreement which has been entered into for the Closing Date, in existence at the time such Person becomes a Subsidiary sale or disposition of all or substantially all of the Borrower (but not created in contemplation Equity Interests or assets of such Person becoming a Subsidiary, PROVIDED that such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold, (f) restrictions on transfer contained in Purchase Money Indebtedness incurred pursuant to paragraph (b)(ii) of Section 1011, PROVIDED that such restrictions relate only to the transfer of the property acquired with the proceeds of such Indebtedness, (g) by reason of customary non-assignment provisions or other restrictions in leases or licenses entered into in the ordinary course of business and (h) in connection with and pursuant to Permitted Refinancings, replacements of restrictions imposed pursuant to clauses (a), (c), (d), or (ivf) any restrictions existing under any agreement of this paragraph that refinances or replaces an agreement containing a restriction permitted by clause (i), (ii) or (iii) above, provided, however, that the terms and conditions of any such restrictions under this clause (iv) are not materially less favorable to the Lender more restrictive than those under being replaced and do not apply to any other Person or assets from those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, any asset subject to a Lien which is not prohibited to exist with respect to such asset pursuant to the agreement being replaced terms of the Indenture may be subject to restrictions on the transfer or the agreement evidencing the Indebtedness refinanceddisposition thereof.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall will not, and shall will not cause or permit any Consolidated Subsidiary (excluding any Strategic Investee Subsidiary) to, directly or indirectly, create or otherwise cause or suffer to exist or become effective exist, or enter into any agreement with any Person that would causecause to become effective, any consensual encumbrance or restriction of any kind kind, on the ability of any such Consolidated Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions distribution on or in respect of its Stock capital stock or any other interest or participation in, or measured by, its profits owed byprofits, or pay any Indebtedness owed to, the to Borrower or a any other Subsidiary, (b) pay any Indebtedness owed to Borrower or any other Subsidiary, (c) make any loans or advances to the to, or guarantee any Indebtedness or other obligations of, Borrower or any other Subsidiary or (cd) transfer any of its properties property or assets to the Borrower or to any other Subsidiary, except, in each case, for such encumbrances except any encumbrance or restrictions existing under or contemplated by or by reason of restriction (i) this Agreement, existing under any agreement governing the terms of or otherwise arising as a result of purchase money Indebtedness for equipment or other goods acquired in the ordinary course of business that only imposes encumbrances and restrictions on the goods so acquired; (ii) contained in any agreement for the sale or disposition of the capital stock of or other equity interest in, or assets of, any Subsidiary; provided, however, that such encumbrances and restrictions existing under described in this clause (ii) are only applicable to such Subsidiary or contemplated by agreements assets, as applicable, and any such sale or disposition is made in effect on compliance with Section 7.10. to the Closing Date, extent applicable thereto; or (iii) any restrictions, with respect to a Subsidiary that is not a Subsidiary of the Borrower on the Closing Date, in existence at the time such Person becomes a Subsidiary of the Borrower (but not created in contemplation of such Person becoming a Subsidiary), or (iv) any restrictions existing under any agreement that refinances or replaces an agreement the agreements containing a restriction permitted by the encumbrance or restrictions in the foregoing clause (i), (ii) or (iii) above, ; provided, however, that the terms and conditions of any such restrictions permitted under this clause (iviii) are not materially less favorable to the Lender Lenders than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinanced.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall Company and its Subsidiaries will not, and shall will not permit any Subsidiary of their Subsidiaries to, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of the Company to pay dividends or make other distributions to or on behalf of, or to pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make or pay loans or advances to or on behalf of, the Company or any Subsidiary of the Company except (a) pay dividends, in cash restrictions imposed by the Securities or otherwise, or make any other distributions on its Stock or any other interest or participation in, or measured by, its profits owed by, or pay any Indebtedness owed to, the Borrower or a SubsidiaryIndenture, (b) make any loans or advances to the Borrower or any Subsidiary or restrictions imposed by applicable laws and regulations, including laws and regulations establishing capital and liquidity requirement for Insurance Subsidiaries, (c) transfer existing restrictions under the Amended Credit Facility, (d) restrictions under any Acquired Indebtedness not incurred in violation of the Indenture or any agreement relating to any property, asset, or business acquired by the Company or any of its properties Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or assets in anticipation of such acquisition and are not applicable to any person, other than the Borrower person acquired, or to any Subsidiaryproperty, exceptasset or business, in each caseother than the property, for such encumbrances or restrictions existing under or contemplated by or by reason of (i) this Agreementassets and business so acquired, (iie) any restrictions existing such restriction or requirement imposed by Indebtedness incurred under paragraph (b) of the definition of "Permitted Indebtedness," provided such restriction or contemplated requirement is no more restrictive than that imposed by agreements in effect on the Closing Amended Credit Facility as of the Issue Date, (iiif) any restrictions, restrictions with respect solely to a Subsidiary that is not a Subsidiary of the Borrower Company imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold, (g) restrictions arising out of "fronting" arrangements or reinsurance agreements with third party insurers in existence on the Closing DateIssue Date pursuant to which the Insurance Subsidiary is required to meet certain cash collateral requirements, (h) in existence at the time such Person becomes a Subsidiary connection with and pursuant to permitted Refinancings, replacements of the Borrower restrictions imposed pursuant to clauses (but not created in contemplation of such Person becoming a Subsidiarya), (c) or (ivd) of this paragraph that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions existing under in the Indebtedness so refinanced, and (i) any agreement that refinances extends, renews or replaces an any agreement containing a restriction permitted by described in clause (i), (iig) or (iii) aboveany similar agreement, provided, however, provided that the terms and conditions of any such restrictions under this clause (iv) are not materially less favorable to the Lender Holders than those under or pursuant to such agreements as in effect on the agreement being replaced Issue Date. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the agreement evidencing ordinary course of business, consistent with industry practice, nor (b) Liens permitted under the terms of the Indenture on assets securing the Indebtedness refinancedunder the Amended Credit Facility shall in and of themselves be considered a restriction on the ability of the applicable Subsidiary to transfer such agreement or assets, as the case may be.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company and the Guarantors shall not, and shall not permit any Subsidiary of their Subsidiaries to, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of their Subsidiaries to (a) pay dividendsdividends or make other distributions to or on behalf of, in cash or otherwiseto pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make any other distributions on its Stock or any other interest or participation in, or measured by, its profits owed by, or pay any Indebtedness owed to, the Borrower or a Subsidiary, (b) make any loans or advances to or on behalf of, the Borrower Company, the Guarantors or any Subsidiary of their Subsidiaries, except: (1) restrictions imposed by the Notes or this Indenture or by the Company's other Indebtedness (cwhich may also be guaranteed by the Guarantors) transfer ranking pari passu with the Notes or the Guarantees, as applicable; provided, that such restrictions are no more restrictive in any material respect than those imposed by this Indenture and the Notes; (2) restrictions imposed by applicable law; (3) existing restrictions under Existing Indebtedness; (4) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement (including any Equity Interest) relating to any property, asset, or business acquired by the Company, the Guarantors or any of its properties their Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or assets in anticipation of such acquisition and are not applicable to any Person, other than the Borrower Person acquired, or to any property, asset or business, other than the property, assets and business so acquired; (5) any restriction imposed by Indebtedness incurred under the Credit Agreement pursuant to Section 4.7 hereof; provided, that such restriction or requirement is no more restrictive in any material respect than that imposed by the Existing Credit Agreement; (6) restrictions with respect solely to any of the Company's Subsidiaries imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all of the Equity Interests or assets of such Subsidiary; provided, exceptthat such restrictions apply solely to the Equity Interests or assets of such Subsidiary which are being sold; (7) restrictions on transfer contained in Purchase Money Indebtedness incurred pursuant to Section 4.7 hereof; provided, that such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness; and (8) in each caseconnection with and pursuant to permitted Refinancings, for such encumbrances or replacements of restrictions existing under or contemplated by or by reason of imposed pursuant to clauses (i) this Agreement1), (ii3), (4) or (7) or this clause (8) of this paragraph that are not more restrictive in any material respect than those being replaced and do not apply to any other Person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, consistent with industry practice and (b) any restrictions existing under or contemplated by agreements in effect on the Closing Date, (iii) any restrictions, asset subject to a Lien which is not prohibited to exist with respect to a Subsidiary that is not a Subsidiary of the Borrower on the Closing Date, in existence at the time such Person becomes a Subsidiary of the Borrower (but not created in contemplation of such Person becoming a Subsidiary), or (iv) any restrictions existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause (i), (ii) or (iii) above, provided, however, that the terms and conditions of any such restrictions under this clause (iv) are not materially less favorable to the Lender than those under or asset pursuant to the agreement being replaced terms of this Indenture, may be subject to customary restrictions on the transfer or the agreement evidencing the Indebtedness refinanceddisposition thereof pursuant to such Lien.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower Company shall not and the Subsidiary Guarantors shall not, and neither the Company nor the Subsidiary Guarantors shall not permit any Subsidiary of the Company’s Subsidiaries to, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of the Company’s Subsidiaries to (a) pay dividendsdividends or make other distributions to or on behalf of, in cash or otherwiseto pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make any other distributions on its Stock or any other interest or participation in, or measured by, its profits owed by, or pay any Indebtedness owed to, the Borrower or a Subsidiary, (b) make any loans or advances to or on behalf of, the Borrower Company or any Subsidiary of the Company’s Subsidiaries, except: (1) restrictions imposed by the Notes or this Indenture or by the Company’s other Indebtedness (cwhich may also be guaranteed by the Guarantors) transfer ranking senior or pari passu with the Notes or the Guarantees, as applicable, provided, that such restrictions are not materially more restrictive taken as a whole than those imposed by this Indenture and the Notes (as determined by the Company in good faith); (2) restrictions imposed by applicable law; (3) existing restrictions under Existing Indebtedness; (4) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement (including any Equity Interest) relating to any property, asset, or business acquired by the Company or any of its properties the Company’s Subsidiaries, which restrictions in each case existed at the time of acquisition, were not put in place in connection with or assets in anticipation of such acquisition and are not applicable to any Person, other than the Borrower Person acquired, or to any Subsidiaryproperty, exceptasset or business, in each caseother than the property, for such encumbrances or restrictions existing under or contemplated by or by reason of assets and business so acquired; (i) this Agreement, (ii5) any restrictions existing restriction imposed by Indebtedness incurred under or contemplated by agreements in effect on the Closing Date, (iii) any restrictions, with respect Credit Agreement pursuant to a Subsidiary that is not a Subsidiary of the Borrower on the Closing Date, in existence at the time such Person becomes a Subsidiary of the Borrower (but not created in contemplation of such Person becoming a Subsidiary), or (iv) any restrictions existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause (i), (ii) or (iii) above, Section 4.7 hereof; provided, however, that the terms and conditions of any such restrictions under this clause (iv) are not materially restriction or requirement is no less favorable to the Lender Holders of the Notes taken as a whole than that imposed by the Credit Agreement as of the Issue Date; (6) restrictions imposed pursuant to a binding agreement which has been entered into for the sale or disposition of Equity Interests or assets of the Company or any of its Subsidiaries; provided, that such restrictions apply solely to the Equity Interests or assets of the Company or the applicable Subsidiary which are being sold; (7) restrictions on transfer contained in Purchase Money Indebtedness incurred pursuant to Section 4.7(b)(1); provided, that such restrictions relate only to the transfer of the property acquired, constructed, installed or improved with the proceeds of such Purchase Money Indebtedness; and (8) in connection with and pursuant to Refinancing Indebtedness, replacements of restrictions imposed pursuant the agreements governing such Refinancing Indebtedness that are not less favorable to the Holders of the Notes taken as a whole than those under being replaced. Notwithstanding the foregoing, (a) customary provisions restricting subletting or assignment of any lease or other contract entered into in the ordinary course of business, consistent with industry practice may apply to such lease or other contract and (b) any asset subject to a Lien which is not prohibited to exist with respect to such asset pursuant to the agreement being replaced terms of this Indenture may be subject to customary restrictions on the transfer or the agreement evidencing the Indebtedness refinanceddisposition thereof pursuant to such Lien.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries. The Borrower shall Company will not, and shall will not permit any Subsidiary of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any agreement with any Person that would cause, any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or any other interest or participation in, or measured by, its profits owed byprofits, or (b) pay any Indebtedness owed to, to the Borrower Company or a any other Restricted Subsidiary, (bc) make any loans or advances to the Borrower to, or any Subsidiary investment in, the Company or any other Restricted Subsidiary, or (cd) sell, lease or transfer any of its properties or assets to the Borrower Company or to any other Restricted Subsidiary, except, in each case, except for such encumbrances or restrictions existing under or contemplated by or by reason of (i) this AgreementIndenture, the New Credit Facility and the Security Documents, (ii) any restrictions existing under or contemplated by agreements in effect on the Closing Issue Date, (iii) any restrictions, with respect to a Restricted Subsidiary of an Issuer that is not a Restricted Subsidiary of the Borrower Company on the Closing Issue Date, in existence at the time such Person becomes a Restricted Subsidiary of the Borrower such Company (but not created in contemplation of such Person becoming a Restricted Subsidiary), or (iv) applicable law or any applicable rule, regulation or order, (v) customary restrictions arising from Liens permitted under Section 4.11 to the extent related to the assets subject to such Liens, (vi) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (vii) customary provisions contained in leases and other agreements entered into in the ordinary course of business, (viii) any restrictions existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause clauses (i), (ii) or and (iii) above, provided, however, ; provided that the terms and conditions of any such restrictions under this clause (ivviii) are not materially less favorable to the Lender Holders than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinanced, (ix) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of the 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, so acquired; provided, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (x) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ix) above on the property so acquired, (xi) any agreement for the sale of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale, (xii) Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (xiii) secured Indebtedness otherwise permitted to be incurred pursuant to the provisions of Section 4.9 that limits the right of the debtor to dispose of the assets securing such Indebtedness, (xiv) 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 and (xv) Indebtedness incurred pursuant to clauses (xii) and (xiii) of Section 4.9(b).