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

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective, any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (i) to pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness owed to the Company, (ii) to make any loans or advances to the Company or (iii) transfer any of its property or assets to the Company, except for: (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Original Issue Date; (b) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary which was entered into on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (c) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (d) any such encumbrance or restriction consisting of customary contractual non-assignment provisions to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (f) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) any restriction imposed by applicable law.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or allow to become effective, effective any consensual encumbrance or consensual restriction of any kind on the ability of any such Restricted Subsidiary to: (i) to pay dividends dividends, in cash or otherwise, or make any other payments or distributions on its Capital Stock to or any other equity interest or participation in, or measured by, its profits, owned by the Company or a by any Restricted Subsidiary of the Company, or pay make payments or prepayments on any Indebtedness owed to the Company or to any Restricted Subsidiary of the Company, ; (ii) to make any loans or advances to or make Investments in the Company or any Restricted Subsidiary of the Company; or (iii) transfer any of its their respective property or assets to the Company or to any Restricted Subsidiary of the Company, except for: . (b) The restrictions in paragraph (a) above, however, will not apply to encumbrances or restrictions existing under or by reason of: (i) applicable law, regulations or order; (ii) customary provisions restricting subletting or assignment of any encumbrance lease, sublease, license, sublicense or restriction service contract; (iii) Indebtedness or any other contractual requirements (including pursuant to an any corporate governance documents in the nature of a charter or by-laws) of a Securitization Subsidiary arising in connection with a Qualified Securitization Transaction, provided, that any such encumbrances and restrictions apply only to such Securitization Subsidiary; (iv) any agreement in effect at or entered into on the Original Issue Date; Date as any such agreement is in effect on such date; (bv) any encumbrance or restriction with respect to a agreement (including Acquired Indebtedness) of any Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary which was entered into in effect on or prior to the date on which such Restricted Subsidiary was acquired by became a Subsidiary of the Company (other than as consideration in, and not entered into in anticipation or to provide all or any portion contemplation of becoming a Subsidiary of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (c) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); provided, however, provided that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (d) any such encumbrance or restriction consisting of customary contractual non-assignment provisions shall not apply to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer any assets of the property subject Company or its Restricted Subsidiaries other than such Restricted Subsidiary; (vi) this Indenture, the Securities and the Subsidiary Guarantees. (vii) restrictions relating to such security agreements or mortgages; (f) any restriction with respect to a Restricted Subsidiary Lien permitted under this Indenture imposed pursuant to an agreement entered into for by the sale or disposition of all or substantially all the Capital Stock or assets holder of such Restricted Subsidiary Lien; (viii) restrictions imposed under any agreement to sell assets permitted under this Indenture to any Person pending the closing of such sale sale; (ix) any other agreement governing Indebtedness entered into after the Issue Date that contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date; (x) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or disposition; similar Person; (xi) Indebtedness incurred in compliance with paragraph (r) of Section 3.10, provided that such encumbrance or restriction applies only to assets financed with proceeds of such Indebtedness; (xii) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xiii) encumbrances or restrictions contained in Indebtedness of Restricted Subsidiaries permitted to be incurred under paragraphs (c), (z) and (gaa) of Section 3.10; provided that any such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and either (A) such encumbrances or restrictions do not materially impair the Company’s ability to make payment on the Securities when due or (B) such encumbrances or restrictions only apply if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (xiv) encumbrances or restrictions imposed by the Support Agreement, the Master Intercompany Agreements or the Shy Settlement; and (xv) any restriction encumbrances or restrictions imposed by applicable lawany amendments, refinancings or replacements of the contracts, instruments or obligations referred to in clauses (i) through (xiv) above; provided that such amendments, refinancings or replacements are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment, refinancing or replacement.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective, effective any consensual encumbrance or consensual con- sensual restriction on the ability of any Restricted Subsidiary (i) to pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness owed to the Company, (ii) to make any loans or advances to the Company or (iii) to transfer any of its property or assets to the Company, except forexcept: (aA) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Original Issue Issuance Date; (bB) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary which was entered into on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (cC) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (aA) or (bB) of this covenant Section 4.12 (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (cC)) or contained in any amendment to an agreement referred to in clause (aA) or (bB) of this covenant Section 4.12 or this clause (cC); provided, however, PROVIDED that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing Refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (dD) any such encumbrance or restriction consisting of customary contractual non-assignment provisions to the extent such provisions restrict the transfer of rights, duties or obligations Obligations under such contract; (eE) in the case of clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary or Capitalized Lease Obligations of such Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements agreements, mortgages or mortgagesCapitalized Lease Obligations; (fF) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (gG) any restriction imposed by applicable law.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective, any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (i) to pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness owed to the Company, (ii) to make any loans or advances to the Company or (iii) transfer any of its property or assets to the Company, except for: (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Original Issue Date; (b) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary which was entered into on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (c) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (d) any such encumbrance or restriction consisting of customary contractual non-assignment provisions to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness or other obligations of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (f) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) any restriction imposed by applicable law.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, from and after the Effective Date, directly or indirectly, create or otherwise cause or permit to exist or become effective, effective or enter into any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (i) to pay dividends or make any other distributions on its Capital Stock to Equity Interests, the Equity Interests of any of its Restricted Subsidiaries or on any other interest or participation in, or measured by, its profits, which interest or participation is owned by the Company or a any of its Restricted Subsidiary or Subsidiaries; (ii) pay any Indebtedness owed to the Company, Company or any of its Restricted Subsidiaries; (iiiii) to make any loans or advances to the Company or any of its Restricted Subsidiaries; or (iiiiv) sell, lease or transfer any of its property properties or assets to the CompanyCompany or any of its Restricted Subsidiaries except, except for: in each case, for such encumbrances or restrictions existing under or by reason of: (a1) applicable law, regulation, rule, order, approval, license, permit or similar restriction, in each case issued by a governmental authority; (2) this Indenture and the Notes; (3) the Credit Agreement, the Aetna Note and the Aetna Amended MSA, including guaranties and any encumbrance security granted in respect thereof; (4) contractual encumbrances or restriction pursuant to an agreement restrictions in effect at on the Effective Date; (5) in the case of clause (iv) of this Section 4.05, by reason of customary non-assignment or subletting provisions in leases entered into on in the Original Issue ordinary course of business; (6) Prior Purchase Money Obligations; (7) Indebtedness or Capital Stock of Restricted Subsidiaries that have been or are acquired by or merged with or into the Company or any of its Restricted Subsidiaries after the Effective Date; (b) any encumbrance provided that such Indebtedness or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary which Capital Stock was entered into on or is in existence prior to the date on which time of such Restricted Subsidiary acquisition or merger and was acquired not incurred, assumed or issued by the Company (other than as consideration in, Person so acquired or merged in contemplation of such acquisition or merger or to provide all or any portion of the funds or credit support utilized to consummate, the transaction consummate such acquisition or series of related transactions pursuant merger; provided further that such restrictions only apply to which such Restricted Subsidiary became and its Subsidiaries; (8) contracts for the sale of assets not otherwise prohibited by this Indenture, including without limitation customary restrictions with respect to a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (c) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (d) any such encumbrance or restriction consisting of customary contractual non-assignment provisions to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (f) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (9) in the case of clause (iv) of this Section 4.05, Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.11 that limits the right of the debtor to sell, lease, transfer or otherwise dispose of the assets securing such Indebtedness; (10) customary provisions contained in leases, licenses or other agreements entered into in the ordinary course of business or in Indebtedness permitted to be incurred pursuant to Section 4.03, in each case which do not limit the ability of any Restricted Subsidiary pending to take any of the closing actions described in clauses (i) through (iv) of this Section 4.05 with respect to a material amount of dividends, distributions, Indebtedness, loans, advances or sales, leases or transfers of properties or assets, as applicable; (11) provisions in joint venture agreements and other similar agreements in each case related to Permitted Joint Ventures of the Company or of a Restricted Subsidiary that are materially similar to customary provisions entered into by parties to joint ventures in the Healthcare Service Business at the time of such sale joint venture or dispositionsimilar agreement; (12) restrictions on cash or other deposits or net worth or similar type restrictions imposed by customers under contracts entered into in the ordinary course of business; and and (g13) any restriction encumbrances or restrictions imposed by applicable lawany amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (12) of this Section 4.05, in whole or in part, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective, effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to (i) to pay dividends or make any other distributions on its Capital Stock Stock, or any other interest or participation in a Restricted Subsidiary; (ii) pay any Indebtedness owed to the Company or a Restricted Subsidiary or pay any Indebtedness owed to of the Company, ; (iiiii) to make any loans or advances to the Company or a Restricted Subsidiary of the Company; or (iiiiv) transfer any of its property properties or assets to the CompanyCompany or a Restricted Subsidiary of the Company (each, a "Payment Restriction"), except for: for (aA) any encumbrance encumbrances or restriction pursuant restrictions with respect to an agreement Senior Indebtedness in effect at or entered into on the Original Issue Date; (bB) encumbrances or restrictions under a Bank Credit Facility; (C) consensual encumbrances or consensual restrictions binding upon any encumbrance or restriction with respect to Person at the time such Person becomes a Restricted Subsidiary pursuant to an of the Company (unless the agreement relating to any Indebtedness Incurred by creating such Restricted Subsidiary which consensual encumbrance or consensual restrictions was entered into on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than as consideration inin connection with, or to provide all or any portion of the funds or credit support utilized to consummatein contemplation of, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became entity becoming a Restricted Subsidiary or was acquired by the Company) and outstanding on such dateSubsidiary); (cD) customary provisions restricting subletting or assignment of any encumbrance or restriction pursuant to an agreement effecting lease governing a Refinancing leasehold interest of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreementsSubsidiary; (dE) any such encumbrance or restriction consisting of customary contractual non-assignment provisions to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or and mortgages; (fF) customary restrictions in purchase money obligations for property acquired in the ordinary course of business restricting the transfer of the property acquired thereby; (G) consensual encumbrances or consensual restrictions under any restriction with respect agreement that refinances or replaces any agreement described in clauses (A), (B), (C), (D), (E) or (F) above, provided that the terms and conditions of any such restrictions are no less favorable to a Restricted Subsidiary imposed pursuant to an the Holders of the Notes than those under the agreement entered into for the sale so refinanced or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or dispositionreplaced; and (gH) any encumbrance or restriction imposed by due to applicable law.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or allow to become effective, effective any consensual encumbrance or consensual restriction of any kind on the ability of any such Restricted Subsidiary to: (i) to pay dividends dividends, in cash or otherwise, or make any other payments or distributions on its Capital Stock to or any other equity interest or participation in, or measured by, its profits, owned by the Company or a by any Restricted Subsidiary of the Company, or pay make payments or prepayments on any Indebtedness owed to the Company or to any Restricted Subsidiary of the Company, ; (ii) to make any loans or advances to or make Investments in the Company or any Restricted Subsidiary of the Company; or (iii) transfer any of its their respective property or assets to the Company or to any Restricted Subsidiary of the Company, except for: . (b) The restrictions in paragraph (a) above, however, will not apply to encumbrances or restrictions existing under or by reason of: (i) applicable law, regulations or order; (ii) customary provisions restricting subletting or assignment of any encumbrance lease, sublease, license, sublicense or restriction service contract; (iii) Indebtedness or any other contractual requirements (including pursuant to an any corporate governance documents in the nature of a charter or by-laws) of a Securitization Subsidiary arising in connection with a Qualified Securitization Transaction, provided, that any such encumbrances and restrictions apply only to such Securitization Subsidiary; (iv) any agreement in effect at or entered into on the Original Issue Date; Securities Issuance Date as any such agreement is in effect on such date; (bv) any encumbrance or restriction with respect to a agreement (including Acquired Indebtedness) of any Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary which was entered into in effect on or prior to the date on which such Restricted Subsidiary was acquired by became a Subsidiary of the Company (other than as consideration in, and not entered into in anticipation or to provide all or any portion contemplation of becoming a Subsidiary of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (c) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); provided, however, provided that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (d) any such encumbrance or restriction consisting of customary contractual non-assignment provisions shall not apply to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer any assets of the property subject Company or its Restricted Subsidiaries other than such Restricted Subsidiary; (vi) this Loan Agreement, the Bonds, the Xxxx County Loan Agreement, the Xxxx County Bonds, the Senior Notes, the Senior Notes Indenture and the Subsidiary Guarantees; (vii) restrictions relating to such security agreements any Lien permitted under this Loan Agreement, the Senior Notes Indenture or mortgages; (f) any restriction with respect to a Restricted Subsidiary the Xxxx County Loan Agreement imposed pursuant to an agreement entered into for by the sale or disposition of all or substantially all the Capital Stock or assets holder of such Restricted Subsidiary Lien; (viii) restrictions imposed under any agreement to sell assets permitted under this Loan Agreement to any Person pending the closing of such sale sale; (ix) any other agreement governing Indebtedness entered into after the Original Securities Issuance Date that contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the Original Securities Issuance Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Original Securities Issuance Date; (x) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or disposition; similar Person; (xi) Indebtedness incurred in compliance with paragraph (r) of Section 4.07, provided that such encumbrance or restriction applies only to assets financed with proceeds of such Indebtedness; (xii) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xiii) encumbrances or restrictions contained in Indebtedness of Restricted Subsidiaries permitted to be incurred under paragraphs (c), (z) and (gaa) of Section 4.07; provided that any such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and either (A) such encumbrances or restrictions do not materially impair the Company’s ability to make payment on the Bonds when due or (B) such encumbrances or restrictions only apply if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (xiv) encumbrances or restrictions imposed by the Support Agreement, the Master Intercompany Agreements or the Shy Settlement; and (xv) any restriction encumbrances or restrictions imposed by applicable lawany amendments, refinancings or replacements of the contracts, instruments or obligations referred to in clauses (i) through (xiv) above; provided that such amendments, refinancings or replacements are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment, refinancing or replacement.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective, any consensual encumbrance or consensual restriction on the ability right of any Restricted Subsidiary to: (i) to pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock Stock, or pay any Debt or other obligation owed, to the Company or a any other Restricted Subsidiary or pay any Indebtedness owed to the Company, Subsidiary, (ii) to make any loans or advances to the Company or any other Restricted Subsidiary or (iii) transfer any of its property or assets Property to the Company, except for: (a) Company or any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Original Issue Date; other Restricted Subsidiary. (b) any encumbrance or restriction The foregoing limitations will not apply: (i) with respect to clauses (a)(i), (ii) and (iii), to: (A) restrictions in effect on the Issue Date, including, without limitation, restrictions pursuant to the Notes, this Indenture and the Senior Credit Facility (including any Exchange Notes and Guarantees of the Notes and Exchange Notes); (B) restrictions imposed by indentures governing other Pari Passu Debt that the Company Incurs (and, if such Debt is Guaranteed, by the Guarantors of such Debt); provided that the restrictions imposed by such indentures of the type covered by clauses (a)(i), (ii) and (iii) are no more restrictive taken as a whole than the restrictions imposed by this Indenture; (C) restrictions relating to Debt of a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such and existing at the time it became a Restricted Subsidiary which if such restriction was entered into on not created in connection with or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than as consideration in, or to provide all or any portion in anticipation of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company; (D) and outstanding restrictions existing under or by reason of applicable law, rule, regulation or order; (E) restrictions on such date; cash or other deposits or net worth imposed by leases or other agreements entered into in the ordinary course of business; (cF) any encumbrance customary provisions in joint venture or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to similar agreements or other arrangements with minority investors in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c)Restricted Subsidiaries; provided, however, that such encumbrance or restriction is applicable only to such Restricted Subsidiary; and provided, further, that (i) in the encumbrances case of joint ventures existing on the Issue Date, the encumbrance or restriction is no more onerous than those existing on the Issue Date and (ii) in all other cases, (a) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable agreements and (b) the Company determines that any such encumbrance or restriction will not materially affect the ability of the Company to make any anticipated payments of principal or interest on the Notes; (G) customary restrictions contained in asset sale agreements, stock sale agreements and other similar agreements limiting the transfer, disposition or distribution of such Property pending the closing of such sale, including any restriction imposed with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (d) any such encumbrance or restriction consisting of customary contractual non-assignment provisions to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (f) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition to dispose of all or substantially all the Capital Stock or assets Property of such Restricted Subsidiary pending Subsidiary; (H) customary restrictions imposed on the closing transfer of copyrighted or patented materials or other intellectual property and customary provisions in agreements that restrict the assignment of such sale agreements or dispositionany rights thereunder; and (I) restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings or replacements of the contracts, instruments or obligations referred to in clauses (A) through (H) above; provided that the restrictions imposed by such amendments, modifications, restatements, renewals, increases, supplements, refundings or replacements covered by clauses (a)(i), (ii) and (giii) any restriction are no more restrictive taken as a whole than the restrictions imposed by applicable law.this Indenture or, in the case of the Refinancing of Debt Incurred pursuant to clauses (A) through (C) above, such restriction is no less favorable taken as a whole to the Holders of Notes than those under the agreement evidencing the Debt so Refinanced; (ii) with respect to clause (a) (iii) only, to restrictions: (A) relating to Debt that is permitted to be Incurred and secured without also securing the Notes or any Guarantee thereof by a Subsidiary pursuant to Section 4.09 and Section

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective, any consensual encumbrance or consensual restriction on the ability right of any Restricted Subsidiary to: (i) to pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock Stock, or pay any Debt or other obligation owed, to the Company or a any other Restricted Subsidiary or pay any Indebtedness owed to the Company, Subsidiary, (ii) to make any loans or advances to the Company or any other Restricted Subsidiary or (iii) transfer any of its property or assets Property to the Company, except for: (a) Company or any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Original Issue Date; other Restricted Subsidiary. (b) any encumbrance or restriction The foregoing limitations will not apply: (i) with respect to clauses (a)(i), (ii) and (iii), to: (A) restrictions in effect on the Issue Date, including, without limitation, restrictions pursuant to the Notes and this Indenture (including any Exchange Notes and Subsidiary Guarantees of the Notes and Exchange Notes) and restrictions pursuant to Credit Facilities (including, for such purposes, the restrictions in effect under the Senior Credit Facility); (B) restrictions relating to Debt or Capital Stock of a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such and existing at the time it became a Restricted Subsidiary which if such restriction was entered into on not created in connection with or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than as consideration in, or to provide all or any portion in anticipation of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) , and outstanding on such date; (c) any encumbrance amendments, restatements, renewals or restriction pursuant to an agreement effecting a Refinancing other modifications of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); providedthese instruments, however, provided that the encumbrances and or restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement amendments, restatements, renewals or amendment other modifications, taken as a whole, are no not materially more restrictive in any material respect than the encumbrances or restrictions contained in documents in effect on the date of acquisition; (C) restrictions existing under or by reason of applicable law, rule, regulation or order; (D) restrictions that result from the Refinancing of Debt Incurred pursuant to clause (A) or (B) above; provided such restrictions are no less favorable to the holders of Notes than those under the agreement evidencing the Debt so Refinanced; (E) any other agreement governing Debt entered into after the Issue Date that contains encumbrances and restrictions that are not materially more restrictive with respect to such any Restricted Subsidiary contained than those in such agreements; effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date; (dF) any restrictions applicable only to Foreign Restricted Subsidiaries; and (G) Liens securing obligations otherwise permitted to be Incurred under the provisions of the covenants described under Section 4.11 or Section 4.16 that limit the right of the debtor to dispose of the assets subject to such encumbrance Liens; (ii) with respect to clause (a)(iii) only, to restrictions: (A) relating to Debt that is permitted to be Incurred and secured without also securing the Notes or restriction consisting of customary contractual non-assignment provisions any Subsidiary Guarantee pursuant to Section 4.09 and Section 4.11 hereof only to the extent that such provisions restrict restrictions limit the right of the debtor to dispose of the Property securing such Debt; (B) encumbering Property at the time such Property was acquired by the Company or any Restricted Subsidiary, so long as such restriction re- lates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition; (C) resulting from customary restrictions contained in asset sale, stock purchase, merger or other similar agreements limiting the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (f) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary Property pending the closing of such sale sale; (D) resulting from restrictions relating to the common stock of Unrestricted Subsidiaries; (E) resulting from encumbrances or disposition; restrictions existing under or by reason of 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; (gF) any restriction resulting from encumbrances or restrictions existing under or by reason of restrictions on cash or other deposits or net worth imposed by applicable lawcustomers under contracts entered into in the ordinary course of business; (G) resulting from restrictions on cash, Temporary Cash Investments or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; (H) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder; or (I) imposed under any Purchase Money Debt or Capital Lease Obligation in the ordinary course of business with respect only to the Property the subject thereof.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or allow to become effective, effective any consensual encumbrance or consensual restriction of any kind on the ability of any such Restricted Subsidiary to: (i) to pay dividends dividends, in cash or otherwise, or make any other payments or distributions on its Capital Stock or any other equity interest or participation in, or measured by, its profits, owned by the Company or by any Restricted Subsidiary, or make payments or prepayments on any Indebtedness owed to the Company or to any Restricted Subsidiary; (ii) make loans or advances to or make Investments in the Company or any Restricted Subsidiary; or (iii) transfer any of their respective property or assets to the Company or to any Restricted Subsidiary. (b) The restrictions in Section 3.15(a), however, will not apply to encumbrances or restrictions existing under or by reason of: (i) applicable law, rule, regulations or order or required by any regulatory authority; (a) customary provisions restricting subletting or assignment of any lease, sublease, license, sublicense or service contract; (b) any mortgage, pledge, charge or other security agreement permitted under this Indenture or securing Indebtedness of the Company or a Restricted Subsidiary or pay any Indebtedness owed permitted under this Indenture to the Companyextent such encumbrances or restrictions restrict the transfer or encumbrance of the property or assets subject to such mortgage, pledge, charge or other security agreement; (iic) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to make any loans or advances to which the Company or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business or consistent with past practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; or (d) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (iii) transfer Indebtedness or any other contractual requirements (including pursuant to any corporate governance documents in the nature of its property a charter or assets by-laws) of a Securitization Subsidiary arising in connection with a Qualified Securitization Transaction; provided that any such encumbrances and restrictions apply only to the Company, except for: such Securitization Subsidiary; (aiv) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Original Issue Date; Date as any such agreement is in effect on such date; (bv) any encumbrance or restriction with respect to a agreement (including Acquired Indebtedness) of any Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary which was entered into in effect on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary and not entered into in anticipation or was acquired by the Company) and outstanding on such date; (c) any encumbrance or restriction pursuant to an agreement effecting contemplation of becoming a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c)Restricted Subsidiary; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (d) any such encumbrance or restriction consisting shall not apply to any assets of customary contractual non-assignment provisions the Company or its Restricted Subsidiaries other than such Restricted Subsidiary; (vi) this Indenture, the Securities and the Subsidiary Guarantees; (vii) restrictions relating to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iii) above, restrictions contained in security agreements or mortgages any Lien securing Indebtedness of a Restricted Subsidiary otherwise permitted to be incurred pursuant to this Indenture that limits the extent such restrictions restrict the transfer right of the property subject debtor to dispose of the assets securing such security agreements or mortgages; Indebtedness; (fviii) restrictions imposed under any restriction with respect agreement to a Restricted Subsidiary imposed pursuant sell assets permitted under this Indenture to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary any Person pending the closing of such sale or disposition; and sale; (gix) any other agreement governing Indebtedness entered into after the Issue Date that contains encumbrances and restrictions that, taken as a whole, are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date; (x) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business or consistent with past practice that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (xi) Indebtedness incurred in compliance with Section 3.10(r), provided that such encumbrance or restriction applies only to assets financed with the proceeds of such Indebtedness; (xii) restrictions on cash or other deposits or net worth imposed by applicable lawcustomers, suppliers or landlords under contracts entered into in the ordinary course of business or consistent with past practice; (xiii) encumbrances or restrictions contained in Indebtedness of Restricted Subsidiaries permitted to be incurred under Section 3.10(c), (z) or (aa); provided that any such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and either (A) such encumbrances or restrictions do not materially impair the Company’s ability to make payment on the Securities when due or (B) such encumbrances or restrictions only apply if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (xiv) encumbrances or restrictions imposed by the Support Agreement, the Master Intercompany Agreements or the Shy Settlement; and (xv) any encumbrances or restrictions imposed by any amendments, refinancings or replacements of the contracts, instruments or obligations referred to in clauses (i) through (xiv) above; provided that such amendments, refinancings or replacements are, taken as a whole, not materially more restrictive with respect to such encumbrances and restrictions than those prior to such amendment, refinancing or replacement.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or allow to become effective, effective any consensual encumbrance or consensual restriction of any kind on the ability of any such Restricted Subsidiary to: (i1) to pay dividends dividends, in cash or otherwise, or make any other payments or distributions on its Capital Stock to or any other equity interest or participation in, or measured by, its profits, owned by the Company or a by any Restricted Subsidiary of the Company, or pay make payments on any Indebtedness owed to the Company or to any Restricted Subsidiary of the Company, ; (ii2) to make any loans or advances to the Company or to any Subsidiary Guarantor; or (iii3) transfer any of its their respective property or assets to the Company, except for: Company or to any Subsidiary Guarantor. (b) The restrictions in paragraph (a) above, however, will not apply to encumbrances or restrictions existing under or by reason of: (1) applicable law or regulations; (2) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Original Issue Date; Date as any such agreement is in effect on such date; (b3) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary which was entered into on or prior to the date on which such Restricted Subsidiary was acquired by became a Subsidiary of the Company (other than as consideration in, and in effect on such date and not relating to Indebtedness incurred in anticipation or to provide all or any portion contemplation of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became becoming a Restricted Subsidiary or was acquired by of the Company) and outstanding on , PROVIDED, that such date; (c) any encumbrance or restriction pursuant shall not apply to an any assets of the Company or its Restricted Subsidiaries other than such Restricted Subsidiary; (4) any agreement effecting a Refinancing an amendment, renewal, replacement or extension of Indebtedness Incurred pursuant to an agreement referred to in clause (a2) or (b3) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or paragraph (b) of this covenant or this clause (c4); providedPROVIDED, howeverHOWEVER, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement amendment, renewal, replacement or amendment extension are no more restrictive less favorable in any material respect to the Holders of the Securities than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; agreements referred to in clauses (d2) and (3) of this paragraph (b); (5) Indebtedness or any other contractual requirements (including pursuant to any corporate governance documents in the nature of a charter or by-laws) of a Securitization Subsidiary arising in connection with a Qualified Securitization Transaction, PROVIDED, that any such encumbrances and restrictions apply only to such Securitization Subsidiary; (6) any such encumbrance or restriction consisting of customary contractual non-assignment provisions to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (f) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all a portion of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and ; (g7) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreement or mortgage; (8) any restrictions on cash or other deposits or net worth imposed by applicable lawsuppliers or landlords under agreements entered into in the ordinary course of business; (9) with respect to clause (3) of paragraph (a) above, any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements; or (11) this Indenture.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or allow to become effective, effective any consensual encumbrance or consensual restriction of any kind on the ability of any such Restricted Subsidiary to: (i) to pay dividends dividends, in cash or otherwise, or make any other payments or distributions on its Capital Stock to or any other equity interest or participation in, or measured by, its profits, owned by the Company or a by any Restricted Subsidiary of the Company, or pay make payments on any Indebtedness owed to the Company or to any Restricted Subsidiary of the Company, ; (ii) to make any loans or advances to the Company or to any Restricted Subsidiary of the Company; or (iii) transfer any of its their respective property or assets to the Company or to any Restricted Subsidiary of the Company, except for: . (b) The restrictions in PARAGRAPH (a) above, however, will not apply to encumbrances or restrictions existing under or by reason of: (i) applicable law or regulations; (ii) customary provisions restricting subletting or assignment of any encumbrance lease governing a leasehold interest of any Restricted Subsidiary of the Company; (iii) Indebtedness or restriction any other contractual requirements (including pursuant to an any corporate governance documents in the nature of a charter or by- laws) of a Securitization Subsidiary arising in connection with a Qualified Securitization Transaction, provided, that any such encumbrances and restrictions apply only to such Securitization Subsidiary; (iv) any agreement in effect at or entered into on the Original Issue Date; Date as any such agreement is in effect on such date; (bv) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred incurred by such Restricted Subsidiary which was entered into on or prior to the date on which such Restricted Subsidiary was acquired by became a Subsidiary of the Company (other than as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (c) any encumbrance date and not incurred in anticipation or restriction pursuant to an agreement effecting contemplation of becoming a Refinancing Subsidiary of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); the Company, provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (d) any such encumbrance or restriction consisting of customary contractual non-assignment provisions shall not apply to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer any assets of the property subject to such security agreements Company or mortgages; (f) any restriction with respect to a its Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of Subsidiaries other than such Restricted Subsidiary pending Subsidiary; and (vi) the closing of such sale or disposition; and (g) any restriction imposed by applicable lawIndenture.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or allow to become effective, effective any consensual encumbrance or consensual restriction of any kind on the ability of any such Restricted Subsidiary to: (i1) to pay dividends dividends, in cash or otherwise, or make any other payments or distributions on its Capital Stock to or any other equity interest or participation in, or measured by, its profits, owned by the Company or a by any Restricted Subsidiary of the Company, or pay make payments on any Indebtedness owed to the Company or to any Restricted Subsidiary of the Company, ; (ii2) to make any loans or advances to the Company or to any Restricted Subsidiary of the Company; or (iii3) transfer any of its their respective property or assets to the Company or to any Restricted Subsidiary of the Company, except for: . (b) The restrictions in paragraph (a) above, however, will not apply to encumbrances or restrictions existing under or by reason of: (1) applicable law or regulations; (2) customary provisions restricting subletting or assignment of any encumbrance or restriction pursuant to an lease governing a leasehold interest of any Restricted Subsidiary of the Company; (3) any agreement in effect at or entered into on the Original Issue Date; Date as any such agreement is in effect on such date; (b4) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred incurred by such Restricted Subsidiary which was entered into on or prior to the date on which such Restricted Subsidiary was acquired by became a Subsidiary of the Company (other than as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (c) any date and not incurred in anticipation or contemplation of becoming a Subsidiary of the Company, provided, such encumbrance or restriction pursuant shall not apply to an any assets of the Company or its Restricted Subsidiaries other than such Restricted Subsidiary; (5) any agreement effecting a Refinancing refinancing of Indebtedness Incurred incurred pursuant to an agreement referred to in clause (a3) or (b4) of this covenant paragraph (b) or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)5) or contained in any amendment to an agreement referred to in clause (a3) or (b4) of this covenant paragraph (b) or this clause (c5); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive less favorable in any material respect to the Holders of the Securities than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; agreements referred to in clauses (d3) and (4) of this paragraph (b); (6) Indebtedness or any other contractual requirements (including pursuant to any corporate governance documents in the nature of a charter or by-laws) of a Securitization Subsidiary arising in connection with a Qualified Securitization Transaction, provided, that any such encumbrance or restriction consisting of customary contractual non-assignment provisions to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iii) above, encumbrances and restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject apply only to such security agreements or mortgagesSecuritization Subsidiary; or (f7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) any restriction imposed by applicable lawthis Indenture.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective, effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to (i) to pay dividends or make any other distributions on its Capital Stock Stock, or any other interest or participation in a Restricted Subsidiary; (ii) pay any Indebtedness owed to the Company or a Restricted Subsidiary or pay any Indebtedness owed to of the Company, ; (iiiii) to make any loans or advances to the Company or a Restricted Subsidiary of the Company; or (iiiiv) transfer any of its property properties or assets to the CompanyCompany or a Restricted Subsidiary of the Company (each, a "Payment Restriction"), except for: for (aA) any encumbrance encumbrances or restriction pursuant restrictions with respect to an agreement Senior Indebtedness in effect at or entered into on the Original Issue Date; (bB) encumbrances or restrictions under a Bank Credit Facility; (C) consensual encumbrances or consensual restrictions binding upon any encumbrance or restriction with respect to Person at the time such Person becomes a Restricted Subsidiary pursuant to an of the Company (unless the agreement relating to any Indebtedness Incurred by creating such Restricted Subsidiary which consensual encumbrance or consensual restrictions was entered into on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than as consideration inin connection with, or to provide all or any portion of the funds or credit support utilized to consummatein contemplation of, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became entity becoming a Restricted Subsidiary or was acquired by the Company) and outstanding on such dateSubsidiary); (cD) customary provisions restricting subletting or assignment of any encumbrance or restriction pursuant to an agreement effecting lease governing a Refinancing leasehold interest of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreementsSubsidiary; (dE) any such encumbrance or restriction consisting of customary contractual non-assignment provisions to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or and mortgages; (fF) customary restrictions in purchase money obligations for property acquired in the ordinary course of business restricting the transfer of the property acquired thereby; (G) consensual encumbrances or consensual restrictions under any restriction with respect agreement that refinances or replaces any agreement described in clauses (A) (B), (C), (D), (E) or (F) above, provided that the terms and conditions of any such restrictions are no less favorable to a Restricted Subsidiary imposed pursuant to an the Holders of the Notes than those under the agreement entered into for the sale so refinanced or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or dispositionreplaced; and (gH) any encumbrance or restriction imposed by due to applicable law.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or allow to become effective, effective any consensual encumbrance or consensual restriction of any kind on the ability of any such Restricted Subsidiary to: (i) to pay dividends dividends, in cash or otherwise, or make any other payments or distributions on its Capital Stock to or any other equity interest or participation in, or measured by, its profits, owned by the Company or a by any Restricted Subsidiary of the Company, or pay make payments or prepayments on any Indebtedness owed to the Company or to any Restricted Subsidiary of the Company, ; (ii) to make any loans or advances to or make Investments in the Company or any Restricted Subsidiary of the Company; or (iii) transfer any of its their respective property or assets to the Company or to any Restricted Subsidiary of the Company, except for: . (b) The restrictions in paragraph (a) above, however, will not apply to encumbrances or restrictions existing under or by reason of: (i) applicable law, regulations or order; (ii) customary provisions restricting subletting or assignment of any encumbrance lease, sublease, license, sublicense or restriction service contract; (iii) Indebtedness or any other contractual requirements (including pursuant to an any corporate governance documents in the nature of a charter or by-laws) of a Securitization Subsidiary arising in connection with a Qualified Securitization Transaction, provided, that any such encumbrances and restrictions apply only to such Securitization Subsidiary; (iv) any agreement in effect at or entered into on the Original Issue Date; Date as any such agreement is in effect on such date; (bv) any encumbrance or restriction with respect to a agreement (including Acquired Indebtedness) of any Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary which was entered into in effect on or prior to the date on which such Restricted Subsidiary was acquired by became a Subsidiary of the Company (other than as consideration in, and not entered into in anticipation or to provide all or any portion contemplation of becoming a Subsidiary of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (c) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); provided, however, provided that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (d) any such encumbrance or restriction consisting of customary contractual non-assignment provisions shall not apply to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer any assets of the property subject Company or its Restricted Subsidiaries other than such Restricted Subsidiary; (vi) this Indenture, the Securities and the International Guarantee or any other Subsidiary Guarantee. (vii) restrictions relating to such security agreements or mortgages; (f) any restriction with respect to a Restricted Subsidiary Lien permitted under this Indenture imposed pursuant to an agreement entered into for by the sale or disposition of all or substantially all the Capital Stock or assets holder of such Restricted Subsidiary Lien; (viii) restrictions imposed under any agreement to sell assets permitted under this Indenture to any Person pending the closing of such sale sale; (ix) any other agreement governing Indebtedness entered into after the Issue Date that contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date; (x) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or disposition; similar Person; (xi) Indebtedness incurred in compliance with paragraph (r) of Section 3.10, provided that such encumbrance or restriction applies only to assets financed with proceeds of such Indebtedness; (xii) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xiii) encumbrances or restrictions contained in Indebtedness of Restricted Subsidiaries permitted to be incurred under paragraphs (c), (z) and (gaa) of Section 3.10; provided that any such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and either (A) such encumbrances or restrictions do not materially impair the Company’s ability to make payment on the Securities when due or (B) such encumbrances or restrictions only apply if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (xiv) encumbrances or restrictions imposed by the Support Agreement, the Master Intercompany Agreements or the Shy Settlement; and (xv) any restriction encumbrances or restrictions imposed by applicable lawany amendments, refinancings or replacements of the contracts, instruments or obligations referred to in clauses (i) through (xiv) above; provided that such amendments, refinancings or replacements are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment, refinancing or replacement.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, create create, assume or otherwise cause or permit suffer to exist or to become effective, effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (i) to pay dividends or make any other distributions on its Capital Stock to or Redeemable Stock held by the Company or a Restricted Subsidiary or pay Subsidiary, (ii) make payments in respect of any Indebtedness owed to the CompanyCompany or any of its Restricted Subsidiaries, (iiiii) to make any loans or advances to the Company or any of its Restricted Subsidiaries or (iiiiv) transfer any of its property or assets to the CompanyCompany or any of its Restricted Subsidiaries, except for: other than: (aA) any encumbrance consensual encumbrances or restriction pursuant to an agreement restrictions required by a Bank Credit Facility that are not more restrictive than those in effect at or entered into under the Bank Credit Facility on the Original Issue Date; ; (bB) any encumbrance or restriction with respect to clause (iv) above, customary provisions restricting subletting, assignment, pledging or transfer of any Property that is a Restricted Subsidiary pursuant to an agreement relating to any lease, license, contract or similar type of Property; (C) consensual encumbrances or restrictions in instruments governing Indebtedness Incurred by such Restricted Subsidiary which was entered into on or prior to the date on which such Restricted Subsidiary was of a Person acquired by the Company (other than as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by at the Company) and outstanding on such date; (c) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing time of such Refinancing acquisition, provided that such Indebtedness pursuant to this clause was not Incurred in anticipation of such acquisition; (c)D) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (d) any such encumbrance or restriction consisting of customary contractual non-assignment provisions to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iiiiv) above, restrictions contained in security purchase money obligations for property acquired in the ordinary course of business; (E) with respect to clause (iv) above, customary restrictions contained in asset sale agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict limiting the transfer of the property subject to such security agreements or mortgages; (f) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale sale; and (F) consensual encumbrances or disposition; restrictions in instruments governing Indebtedness Incurred to refinance, refund, extend or renew Indebtedness referred to in clauses (C) and (gD) any restriction imposed by applicable lawabove, provided that the payment restrictions contained therein are not more restrictive taken as a whole than those provided for in the Indebtedness being refinanced, refunded, extended or renewed.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective, any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary Subsidiary: (ia) to pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness owed to the Company, ; (iib) to make any loans or advances to the Company or Company; or (iiic) transfer any of its property or assets to the Company, ; except for: : (ai) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Original Issue Date; ; (bii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary which was entered into on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; ; (ciii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (ai) or (bii) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (ciii)) or contained in any amendment to an agreement referred to in clause (ai) or (bii) of this covenant or this clause (ciii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; ; (div) any such encumbrance or restriction consisting of customary contractual non-assignment provisions to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; ; (ev) in the case of clause (iiic) above, restrictions contained in security agreements or mortgages securing Indebtedness or other obligations of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; ; (fvi) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and and (gvii) any restriction imposed by applicable law.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective, effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to (i) to pay dividends or make any other distributions on its Capital Stock or on any other interest or participation in the Company or a Restricted Subsidiary; (ii) pay any Indebtedness owed to the Company or a Restricted Subsidiary or pay any Indebtedness owed to of the Company, ; (iiiii) to make any loans or advances to the Company or a Restricted Subsidiary of the Company; or (iiiiv) transfer any of its property properties or assets to the CompanyCompany or a Restricted Subsidiary of the Company (each, a "Payment Restriction"), except for: for (a) encumbrances or restrictions under a Bank Credit Facility or the Senior Secured Note Indenture; provided, that no encumbrance or restriction shall limit the ability of any Restricted Subsidiary to transfer cash to the Company in an amount equal to the then required cash interest payments on the Securities except upon the occurrence of a default or event of default under the Bank Credit Facility or the Senior Secured Note Indenture; (b) consensual encumbrances or consensual restrictions binding upon any Person at the time such Person becomes a Restricted Subsidiary of the Company (unless the agreement creating such consensual encumbrances or consensual restrictions was entered into in connection with, or in contemplation of, such entity becoming a Restricted Subsidiary); (c) consensual encumbrances or consensual restrictions under any agreement that refinances or replaces any agreement described in clauses (a) and (b) above, provided that the terms and conditions of any such restrictions are in the aggregate no less favorable to the holders of the Securities than those under the agreement so refinanced or replaced; (d) customary non-assignment provisions in leases, purchase money financings and any encumbrance or restriction pursuant due to an agreement in effect at or entered into on the Original Issue Dateapplicable law; (b) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary which was entered into on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (c) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (d) any such encumbrance or restriction consisting of customary contractual non-assignment provisions to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) in encumbrance or restrictions existing under this Indenture and the case of clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (f) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) any restriction imposed by applicable lawPledge Agreement.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will Issuer shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective, any consensual encumbrance or consensual restriction on the ability right of any Restricted Subsidiary to: (i) to pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock to the Company or a Restricted Subsidiary Stock, or pay any Indebtedness owed Debt or other obligation owed, to the Company, Issuer or any other Restricted Subsidiary, (ii) to make any loans or advances to the Company Issuer or any other Restricted Subsidiary; or (iii) transfer any of its property or assets Property to the Company, except for: (a) Issuer or any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Original Issue Date; other Restricted Subsidiary. (b) any encumbrance or restriction The foregoing limitations will not apply: (i) with respect to clauses (a)(i), (ii) and (iii) of this Section 4.13, to: (A) restrictions in effect on the Settlement Date, including, without limitation, (i) restrictions pursuant to the Notes, the Indenture (including any Subsidiary Guarantees of the Notes) and the Security Documents, (ii) restrictions pursuant to Credit Facilities (including, for such purposes, restrictions in effect under the ABL Credit Facility) and (iii) restrictions pursuant to any Remaining Senior Notes and the indenture governing the Remaining Senior Notes (including related Guarantees of the Remaining Senior Notes); (B) restrictions relating to Debt or Capital Stock of a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such and existing at the time it became a Restricted Subsidiary which if such restriction was entered into on not created in connection with or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than as consideration in, or to provide all or any portion in anticipation of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) Issuer, and outstanding on such date; (c) any encumbrance amendments, restatements, renewals or restriction pursuant to an agreement effecting a Refinancing other modifications of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); providedthese instruments, however, provided that the encumbrances and or restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement amendments, restatements, renewals or amendment other modifications, taken as a whole, are no not materially more restrictive in any material respect than the encumbrances or restrictions contained in documents in effect on the date of acquisition; (C) restrictions existing under or by reason of applicable law, rule, regulation or order; (D) restrictions that result from the Repayment of Debt Incurred pursuant to clause (A), (B) or (E) of this Section 4.13(b)(i); provided such restrictions are not, taken as a whole, in the good faith judgment of the Issuer, materially less favorable to the Holders of Notes than those under the agreement evidencing the Debt so Repaid; (E) any other agreement governing Debt entered into after the Settlement Date that contains encumbrances and restrictions that are not, taken as a whole, materially more restrictive with respect to such any Restricted Subsidiary contained than those in such agreements; effect on the Settlement Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Settlement Date as determined in good faith by the Issuer; (dF) any restrictions applicable only to Foreign Restricted Subsidiaries; or (G) Liens securing obligations otherwise permitted to be Incurred under the provisions of the covenants described under Section 4.11 that limit the right of the debtor to dispose of the assets subject to such encumbrance Liens; (ii) with respect to clause (a)(iii) of this Section 4.13 only, to restrictions: (A) relating to Debt that is permitted to be Incurred and secured without also securing the Notes or restriction consisting any Subsidiary Guarantee pursuant to Section 4.09 and Section 4.11 of customary contractual non-assignment provisions this Indenture only to the extent that such provisions restrict restrictions limit the right of the debtor to dispose of the Property securing such Debt; (B) encumbering Property at the time such Property was acquired by the Issuer or any Restricted Subsidiary, so long as such restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition; (C) resulting from customary restrictions contained in asset sale, stock purchase, merger or other similar agreements limiting the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (f) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary Property pending the closing of such sale sale; (D) resulting from restrictions relating to the common stock of Unrestricted Subsidiaries; (E) resulting from encumbrances or disposition; restrictions existing under or by reason of 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; (gF) any restriction resulting from encumbrances or restrictions existing under or by reason of restrictions on cash or other deposits or net worth imposed by applicable lawcustomers under contracts entered into in the ordinary course of business; (G) resulting from restrictions on cash, Temporary Cash Investments or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; (H) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder; or (I) imposed under any Purchase Money Debt or Capital Lease Obligation in the ordinary course of business with respect only to the Property the subject thereof.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective, effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (i) to pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness owed to the Company, (ii) to make any loans or advances to the Company or (iii) to transfer any of its property or assets to the Company, except forexcept: (aA) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Original Issue Issuance Date; (bB) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary which was entered into on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (cC) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (aA) or (bB) of this covenant Section 4.12. (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (cC)) or contained in any amendment to an agreement referred to in clause (aA) or (bB) of this covenant or this clause (cC); providedPROVIDED, howeverHOWEVER, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing Refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (dD) any such encumbrance or restriction consisting of customary contractual non-assignment provisions to the extent such provisions restrict the transfer of rights, duties or obligations Obligations under such contract; (eE) in the case of clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (fF) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (gG) any restriction imposed by applicable law.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or allow to become effective, effective any consensual encumbrance or consensual restriction of any kind on the ability of any such Restricted Subsidiary to (i) to pay dividends dividends, in cash or otherwise, or make any other payments or distributions on its Capital Stock to or any other equity interest or participation in, or measured by, its profits, owned by the Company or a by any Restricted Subsidiary of the Company, or pay make payments on any Indebtedness owed to the Company or to any Restricted Subsidiary of the Company, ; (ii) to make any loans or advances to the Company or to any Restricted Subsidiary of the Company; or (iii) transfer any of its their respective property or assets to the Company or to any Restricted Subsidiary of the Company, except for: for such encumbrances or restrictions existing under or by reason of (aA) applicable law or regulations; (B) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (C) Indebtedness or any other contractual requirements (including pursuant to any corporate governance documents in the nature of a charter or by-laws) of a Securitization Subsidiary arising in connection with a Qualified Securitization Transaction; provided that any such encumbrances and restrictions apply only to such Securitization Subsidiary; (D) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Original Issue DateDate as any such agreement is in effect on such date; (bE) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred incurred by such Restricted Subsidiary which was entered into on or prior to the date on which such Restricted Subsidiary was acquired by became a Subsidiary of the Company (other than as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such datedate and not incurred in anticipation or contemplation of becoming a Subsidiary of the Company; (c) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (d) any provided such encumbrance or restriction consisting of customary contractual non-assignment provisions shall not apply to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer any assets of the property subject to such security agreements Company or mortgages; (f) any restriction with respect to a its Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of Subsidiaries other than such Restricted Subsidiary pending the closing of such sale or dispositionSubsidiary; and (gF) any restriction imposed by applicable lawthis Indenture.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective, effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to (i) to pay dividends or make any other distributions on its Capital Stock or on any other interest or participation in the Company or a Restricted Subsidiary; (ii) pay any Indebtedness owed to the Company or a Restricted Subsidiary or pay any Indebtedness owed to of the Company, ; (iiiii) to make any loans or advances to the Company or a Restricted Subsidiary of the Company; or (iiiiv) transfer any of its property properties or assets to the CompanyCompany or a Restricted Subsidiary of the Company (each, a "Payment Restriction"), except for: for (a) encumbrances or restrictions under a Bank Credit Facility; provided, that no encumbrance or restriction shall limit the ability of any Restricted Subsidiary to transfer cash to the Company except upon the occurrence of an event of default under the Bank Credit Facility; (b) consensual encumbrances or consensual restrictions binding upon any Person at the time such Person becomes a Restricted Subsidiary of the Company (unless the agreement creating such consensual encumbrances or consensual restrictions was entered into in connection with, or in contemplation of, such entity becoming a Restricted Subsidiary); (c) consensual encumbrances or consensual restrictions under any agreement that refinances or replaces any agreement described in clauses (a) and (b) above, provided that the terms and conditions of any such restrictions are in the aggregate no less favorable to the holders of the Securities than those under the agreement so refinanced or replaced; (d) customary non-assignment provisions in leases, purchase money financings and any encumbrance or restriction pursuant due to an agreement in effect at or entered into on the Original Issue Dateapplicable law; (b) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary which was entered into on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (c) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (d) any such encumbrance or restriction consisting of customary contractual non-assignment provisions to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) encumbrance or restrictions existing under this Indenture and the Security Documents. Except as set forth in this Indenture and, subject to the case Intercreditor Agreement and the New Credit Facility (as in effect on the Issue Date), the Company will not, and will not permit any of clause (iii) aboveits Restricted Subsidiaries to, restrictions contained in security agreements directly or mortgages securing Indebtedness indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of a the Company or any Restricted Subsidiary of the Company to grant to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (f) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; Trustee Liens on their respective properties and (g) any restriction imposed by applicable lawassets.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or allow to become effective, effective any consensual encumbrance or consensual restriction of any kind on the ability of any such Restricted Subsidiary to (i) to pay dividends dividends, in cash or otherwise, or make any other payments or distributions on its Capital Stock to or any other equity interest or participation in, or measured by, its profits, owned by the Company or a by any Restricted Subsidiary of the Company, or pay make payments on any Indebtedness owed to the Company or to any Restricted Subsidiary of the Company, ; (ii) to make any loans or advances to the Company or to any Restricted Subsidiary of the Company; or (iii) transfer any of its their respective property or assets to the Company or to any Restricted Subsidiary of the Company, except for: for such encumbrances or restrictions existing under or by reason of (aA) applicable law or regulations; (B) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (C) Indebtedness or any other contractual requirements (including pursuant to any corporate governance documents in the nature of a charter or by-laws) of a Securitization Subsidiary arising in connection with a Qualified Securitization Transaction, provided, that any such encumbrances and restrictions apply only to such Securitization Subsidiary; (D) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Original Issue DateDate as any such agreement is in effect on such date; (bE) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred incurred by such Restricted Subsidiary which was entered into on or prior to the date on which such Restricted Subsidiary was acquired by became a Subsidiary of the Company (other than as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (c) any encumbrance date and not incurred in anticipation or restriction pursuant to an agreement effecting contemplation of becoming a Refinancing Subsidiary of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); the Company, provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (d) any such encumbrance or restriction consisting of customary contractual non-assignment provisions shall not apply to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer any assets of the property subject to such security agreements Company or mortgages; (f) any restriction with respect to a its Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of Subsidiaries other than such Restricted Subsidiary pending the closing of such sale or dispositionSubsidiary; and (gF) any restriction imposed the Indentures. After the Securities have been assigned an Investment Grade rating by applicable lawboth Rating Agencies, and notwithstanding that the Securities may later cease to have an Investment Grade rating, the Company will not be subject to the provisions of this Section 4.14; provided, that no Default has occurred and is continuing at the time the Securities have been assigned such rating.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, from and after the Closing Date, directly or indirectly, create or otherwise cause or permit to exist or become effective, effective or enter into any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (i) to pay dividends or make any other distributions on its Capital Stock to Equity Interests, the Equity Interests of any of its Restricted Subsidiaries or on any other interest or participation in, or measured by, its profits, which interest or participation is owned by the Company or a any of its Restricted Subsidiary or Subsidiaries; (ii) pay any Indebtedness owed to the Company, Company or any of its Restricted Subsidiaries; (iiiii) to make any loans or advances to the Company or any of its Restricted Subsidiaries; or (iiiiv) sell, lease or transfer any of its property properties or assets to the CompanyCompany or any of its Restricted Subsidiaries except, except for: in each case, for such encumbrances or restrictions existing under or by reason of: (a1) any encumbrance applicable law, regulation, rule, order, approval, license, permit or restriction similar restriction, in each case issued by a governmental authority; (2) this Indenture and the Securities; (3) contractual encumbrances or restrictions in effect on the Closing Date, including, without limitation, pursuant to an agreement the New Credit Agreement and its related documentation; (4) in effect at the case of clause (iv) of this Section 4.05, by reason of customary non-assignment or subletting provisions in leases entered into on in the Original Issue ordinary course of business; (5) Prior Purchase Money Obligations; (6) Indebtedness or Capital Stock of Restricted Subsidiaries that are acquired by or merged with or into the Company or any of its Restricted Subsidiaries after the Closing Date; (b) any encumbrance provided that such Indebtedness or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary which was entered into on or Capital Stock is in existence prior to the date on which time of such Restricted Subsidiary acquisition or merger and was acquired not incurred, assumed or issued by the Company (other than as consideration in, Person so acquired or merged in contemplation of such acquisition or merger or to provide all or any portion of the funds or credit support utilized to consummate, the transaction consummate such acquisition or series of related transactions pursuant merger; provided further that such restrictions only apply to which such Restricted Subsidiary became and its Subsidiaries; (7) contracts for the sale of assets not otherwise prohibited by this Indenture, including without limitation customary restrictions with respect to a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (c) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (d) any such encumbrance or restriction consisting of customary contractual non-assignment provisions to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (f) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (8) in the case of clause (iv) of this Section 4.05, Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.11 that limits the right of the debtor to sell, lease, transfer or otherwise dispose of the assets securing such Indebtedness; (9) customary provisions contained in leases or other agreements entered into in the ordinary course of business or in Indebtedness permitted to be Incurred subsequent to the Closing Date pursuant to Section 4.03, in each case which do not limit the ability of any Restricted Subsidiary pending to take any of the closing actions described in clauses (i) through (iv) of this Section 4.05 with respect to a material amount of dividends, distributions, Indebtedness, loans, advances or sales, leases or transfers of properties or assets, as applicable; (10) provisions in joint venture agreements and other similar agreements in each case related to Permitted Joint Ventures of the Company or of a Restricted Subsidiary that are materially similar to customary provisions entered into by parties to joint ventures in the Healthcare Service Business at the time of such sale joint venture or dispositionsimilar agreement; (11) restrictions on cash or other deposits or net worth or similar type restrictions imposed by customers under contracts entered into in the ordinary course of business; and and (g12) any restriction encumbrances or restrictions imposed by applicable lawany amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) of this Section 4.05, in whole or in part, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or allow to become effective, effective any consensual encumbrance or consensual restriction of any kind on the ability of any such Restricted Subsidiary to: (i) to pay dividends dividends, in cash or otherwise, or make any other payments or distributions on its Capital Stock to or any other equity interest or participation in, or measured by, its profits, owned by the Company or a by any Restricted Subsidiary of the Company, or pay make payments or prepayments on any Indebtedness owed to the Company or to any Restricted Subsidiary of the Company, ; (ii) to make any loans or advances to or make Investments in the Company or any Restricted Subsidiary of the Company; or (iii) transfer any of its their respective property or assets to the Company or to any Restricted Subsidiary of the Company, except for: . (b) The restrictions in paragraph (a) above, however, will not apply to encumbrances or restrictions existing under or by reason of: (i) applicable law, regulations or order; (ii) customary provisions restricting subletting or assignment of any encumbrance lease, sublease, license, sublicense or restriction service contract; (iii) Indebtedness or any other contractual requirements (including pursuant to an any corporate governance documents in the nature of a charter or by-laws) of a Securitization Subsidiary arising in connection with a Qualified Securitization Transaction, provided, that any such encumbrances and restrictions apply only to such Securitization Subsidiary; (iv) any agreement in effect at or entered into on the Original Issue Date; Securities Issuance Date as any such agreement is in effect on such date; (bv) any encumbrance or restriction with respect to a agreement (including Acquired Indebtedness) of any Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary which was entered into in effect on or prior to the date on which such Restricted Subsidiary was acquired by became a Subsidiary of the Company (other than as consideration in, and not entered into in anticipation or to provide all or any portion contemplation of becoming a Subsidiary of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (c) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); provided, however, provided that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (d) any such encumbrance or restriction consisting of customary contractual non-assignment provisions shall not apply to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer any assets of the property subject Company or its Restricted Subsidiaries other than such Restricted Subsidiary; (vi) this Loan Agreement, the Bonds, the IFA Loan Agreement, the IFA Bonds, the Senior Notes, the Senior Notes Indenture and the Subsidiary Guarantees; (vii) restrictions relating to such security agreements any Lien permitted under this Loan Agreement, the Senior Notes Indenture or mortgages; (f) any restriction with respect to a Restricted Subsidiary the IFA Loan Agreement imposed pursuant to an agreement entered into for by the sale or disposition of all or substantially all the Capital Stock or assets holder of such Restricted Subsidiary Lien; (viii) restrictions imposed under any agreement to sell assets permitted under this Loan Agreement to any Person pending the closing of such sale sale; (ix) any other agreement governing Indebtedness entered into after the Original Securities Issuance Date that contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the Original Securities Issuance Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Original Securities Issuance Date; (x) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or disposition; similar Person; (xi) Indebtedness incurred in compliance with paragraph (r) of Section 4.07, provided that such encumbrance or restriction applies only to assets financed with proceeds of such Indebtedness; (xii) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (xiii) encumbrances or restrictions contained in Indebtedness of Restricted Subsidiaries permitted to be incurred under paragraphs (c), (z) and (gaa) of Section 4.07; provided that any such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and either (A) such encumbrances or restrictions do not materially impair the Company’s ability to make payment on the Bonds when due or (B) such encumbrances or restrictions only apply if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (xiv) encumbrances or restrictions imposed by the Support Agreement, the Master Intercompany Agreements or the Shy Settlement; and (xv) any restriction encumbrances or restrictions imposed by applicable lawany amendments, refinancings or replacements of the contracts, instruments or obligations referred to in clauses (i) through (xiv) above; provided that such amendments, refinancings or replacements are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment, refinancing or replacement.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will Issuer shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective, any consensual encumbrance or consensual restriction on the ability right of any Restricted Subsidiary to: (i) to pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock to the Company or a Restricted Subsidiary Stock, or pay any Indebtedness owed Debt or other obligation owed, to the Company, Issuer or any other Restricted Subsidiary, (ii) to make any loans or advances to the Company Issuer or any other Restricted Subsidiary; or (iii) transfer any of its property or assets Property to the Company, except for: (a) Issuer or any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Original Issue Date; other Restricted Subsidiary. (b) any encumbrance or restriction The foregoing limitations will not apply: (i) with respect to clauses (a)(i), (ii) and (iii) of this Section 4.13, to: (A) restrictions in effect on the Issue Date, including, without limitation, restrictions pursuant to the Notes and this Indenture (including any Subsidiary Guarantees of the Notes) and restrictions pursuant to Credit Facilities (including, for such purposes, the restrictions in effect under the Senior Credit Facility); (B) restrictions relating to Debt or Capital Stock of a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such and existing at the time it became a Restricted Subsidiary which if such restriction was entered into on not created in connection with or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than as consideration in, or to provide all or any portion in anticipation of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) Issuer, and outstanding on such date; (c) any encumbrance amendments, restatements, renewals or restriction pursuant to an agreement effecting a Refinancing other modifications of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); providedthese instruments, however, provided that the encumbrances and or restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement amendments, restatements, renewals or amendment other modifications, taken as a whole, are no not materially more restrictive in any material respect than the encumbrances or restrictions contained in documents in effect on the date of acquisition; (C) restrictions existing under or by reason of applicable law, rule, regulation or order; (D) restrictions that result from the Refinancing of Debt Incurred pursuant to clause (A), (B) or (E) of this Section 4.13(b)(i); provided such restrictions are no less favorable to the Holders of Notes than those under the agreement evidencing the Debt so Refinanced; (E) any other agreement governing Debt entered into after the Issue Date that contains encumbrances and restrictions that are not materially more restrictive with respect to such any Restricted Subsidiary contained than those in such agreements; effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date as determined in good faith by the Board of Directors; (dF) any restrictions applicable only to Foreign Restricted Subsidiaries; or (G) Liens securing obligations otherwise permitted to be Incurred under the provisions of the covenants described under Section 4.11 that limit the right of the debtor to dispose of the assets subject to such encumbrance Liens; (ii) with respect to clause (a)(iii) of this Section 4.13 only, to restrictions: (A) relating to Debt that is permitted to be Incurred and secured without also securing the Notes or restriction consisting any Subsidiary Guarantee pursuant to Section 4.09 and Section 4.11 of customary contractual non-assignment provisions this Indenture only to the extent that such provisions restrict restrictions limit the right of the debtor to dispose of the Property securing such Debt; (B) encumbering Property at the time such Property was acquired by the Issuer or any Restricted Subsidiary, so long as such restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition; (C) resulting from customary restrictions contained in asset sale, stock purchase, merger or other similar agreements limiting the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (f) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary Property pending the closing of such sale sale; (D) resulting from restrictions relating to the common stock of Unrestricted Subsidiaries; (E) resulting from encumbrances or disposition; restrictions existing under or by reason of 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; (gF) any restriction resulting from encumbrances or restrictions existing under or by reason of restrictions on cash or other deposits or net worth imposed by applicable lawcustomers under contracts entered into in the ordinary course of business; (G) resulting from restrictions on cash, Temporary Cash Investments or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; (H) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder; or (I) imposed under any Purchase Money Debt or Capital Lease Obligation in the ordinary course of business with respect only to the Property the subject thereof.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or allow to become effective, effective any consensual encumbrance or consensual restriction of any kind on the ability of any such Restricted Subsidiary to: (i) to pay dividends dividends, in cash or otherwise, or make any other payments or distributions on its Capital Stock to or any other equity interest or participation in, or measured by, its profits, owned by the Company or a by any Restricted Subsidiary of the Company, or pay make payments on any Indebtedness owed to the Company or to any Restricted Subsidiary of the Company, ; (ii) to make any loans or advances to the Company or to any Restricted Subsidiary of the Company; or (iii) transfer any of its their respective property or assets to the Company or to any Restricted Subsidiary of the Company, except for: . (b) The restrictions in paragraph (a) above, however, will not apply to encumbrances or restrictions existing under or by reason of: (i) applicable law, regulations or order; (ii) customary provisions restricting subletting or assignment of any encumbrance lease governing a leasehold interest of any Restricted Subsidiary of the Company; (iii) Indebtedness or restriction any other contractual requirements (including pursuant to an any corporate governance documents in the nature of a charter or by-laws) of a Securitization Subsidiary arising in connection with a Qualified Securitization Transaction, provided, that any such encumbrances and restrictions apply only to such Securitization Subsidiary; (iv) any agreement in effect at or entered into on the Original Issue Date; Date as any such agreement is in effect on such date; (bv) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred incurred by such Restricted Subsidiary which was entered into on or prior to the date on which such Restricted Subsidiary was acquired by became a Subsidiary of the Company (other than as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such datedate and not incurred in anticipation or contemplation of becoming a Subsidiary of the Company; (c) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); provided, however, provided that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (d) any such encumbrance or restriction consisting shall not apply to any assets of customary contractual non-assignment provisions to the extent Company or its Restricted Subsidiaries other than such provisions restrict the transfer of rights, duties or obligations under such contractRestricted Subsidiary; (evi) in this Indenture, the case of clause (iii) above, restrictions contained in security agreements Securities and the International Guarantee or mortgages securing Indebtedness of a Restricted any other Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (f) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) any restriction imposed by applicable lawGuarantee.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, create create, assume or otherwise cause or permit suffer to exist or to become effective, effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (i) to pay dividends or make any other distributions on its Capital Stock to or Redeemable Stock held by the Company or a Restricted Subsidiary or pay Subsidiary, (ii) make payments in respect of any Indebtedness owed to the CompanyCompany or any of its Restricted Subsidiaries, (iiiii) to make any loans or advances to the Company or any of its Restricted Subsidiaries or (iiiiv) transfer any of its property or assets to the CompanyCompany or any of its Restricted Subsidiaries, except for: other than: (aA) any encumbrance consensual encumbrances or restriction pursuant to an agreement restrictions required by a Bank Credit Facility that are not more restrictive than those in effect at or entered into under the Bank Credit Facility on the Original Series A Issue Date; ; (bB) any encumbrance or restriction with respect to clause (iv) above, customary provisions restricting subletting, assignment, pledging or transfer of any Property that is a Restricted Subsidiary pursuant to an agreement relating to any lease, license, contract or similar type of Property; (C) consensual encumbrances or restrictions in instruments governing Indebtedness Incurred by such Restricted Subsidiary which was entered into on or prior to the date on which such Restricted Subsidiary was of a Person acquired by the Company (other than as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by at the Company) and outstanding on such date; (c) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing time of such Refinancing acquisition, provided that such Indebtedness pursuant to this clause was not Incurred in anticipation of such acquisition; (c)D) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (d) any such encumbrance or restriction consisting of customary contractual non-assignment provisions to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iiiiv) above, restrictions contained in security purchase money obligations for property acquired in the ordinary course of business; (E) with respect to clause (iv) above, customary restrictions contained in asset sale agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict limiting the transfer of the property subject to such security agreements or mortgages; (f) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale sale; and (F) consensual encumbrances or disposition; restrictions in instruments governing Indebtedness Incurred to refinance, refund, extend or renew Indebtedness referred to in clauses (C) and (gD) any restriction imposed by applicable lawabove, provided that the payment restrictions contained therein are not more restrictive taken as a whole than those provided for in the Indebtedness being refinanced, refunded, extended or renewed.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective, effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to (i) to pay dividends or make any other distributions on its Capital Stock Stock, or any other interest or participation in a Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or a Restricted Subsidiary or pay any Indebtedness owed to of the Company, ; (iiiii) to make any loans or advances to the Company or a Restricted Subsidiary of the Company; or (iiiiv) transfer any of its property properties or assets to the CompanyCompany or a Restricted Subsidiary of the Company (each, a "Payment Restriction"), except for: for (aA) any encumbrance encumbrances or restriction pursuant restrictions with respect to an agreement Senior Indebtedness in effect at or entered into on the Original Issue Date; (bB) encumbrances under the Bank Credit Facility; (C) consensual encumbrances or consensual restrictions binding upon any encumbrance or restriction with respect to Person at the time such Person becomes a Restricted Subsidiary pursuant to an of the Company (unless the agreement relating to any Indebtedness Incurred by creating such Restricted Subsidiary which consensual encumbrance or consensual restrictions was entered into on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than as consideration inin connection with, or to provide all or any portion of the funds or credit support utilized to consummatein contemplation of, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became entity becoming a Restricted Subsidiary or was acquired by the Company) and outstanding on such dateSubsidiary); (cD) customary provisions restricting subletting or assignment of any encumbrance or restriction pursuant to an agreement effecting lease governing a Refinancing leasehold interest of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreementsSubsidiary; (dE) any such encumbrance or restriction consisting of customary contractual non-assignment provisions to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or and mortgages; (fF) customary restrictions in purchase money obligations for property acquired in the ordinary course of business restricting the transfer of the property acquired thereby; (G) consensual encumbrances or consensual restrictions under any restriction with respect agreement that refinances or replaces any agreement described in clauses (A), (B), (C), (D), (E) or (F) above, provided that the terms and conditions of any such restrictions are no less favorable to a Restricted Subsidiary imposed pursuant to an the Holders of the Securities than those under the agreement entered into for the sale so refinanced or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or dispositionreplaced; and (gH) any encumbrance or restriction imposed by due to applicable law.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. The Company will Publishing and Parent shall not, and will shall not permit any of their respective Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause suffer to exist, or permit allow to exist or become effective, effective any consensual encumbrance or consensual restriction on the ability Payment Restriction with respect to any of any its Restricted Subsidiary Subsidiaries, except for (i) any such restrictions contained in (a) the New Credit Facility and related documents as in effect on the Issue Date as any such payment restriction may apply to pay dividends any present or make future Restricted Subsidiary, (b) this Indenture and the Collateral Agreements, (c) secured Indebtedness otherwise permitted to be incurred or to remain outstanding pursuant to Sections 4.13 and 4.15 hereof and that limits the right of the debtor to dispose of the assets securing such Indebtedness; (ii) customary provisions restricting subletting, transfer or assignment of any other distributions on its Capital Stock to the Company lease or agreement entered into by a Restricted Subsidiary of Parent or pay any Indebtedness owed to the Company, assets (iiother than cash) to make any loans or advances to the Company or subject thereto; (iii) transfer any of its property or assets to the Company, except for: (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Original Issue Date; (b) any encumbrance or restriction customary pre-closing restrictions with respect to a Restricted Subsidiary of Parent pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary which was entered into on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (c) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (d) any such encumbrance or restriction consisting of customary contractual non-assignment provisions to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (f) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement has been entered into for the sale or disposition of all or substantially all a portion of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or dispositionSubsidiary; and (giv) restrictions contained in Indebtedness incurred to refinance, refund, extend or renew Indebtedness referred to in clause (i) above or amendments to the Indebtedness referred to in clause (i) above; provided that the Payment Restrictions contained therein are not any restriction imposed by applicable lawmore restrictive than those provided for in such Indebtedness being refinanced, refunded, extended or renewed.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, from and after the Effective Date, directly or indirectly, create or otherwise cause or permit to exist or become effective, effective or enter into any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: (i) to pay dividends or make any other distributions on its Capital Stock to Equity Interests, the Equity Interests of any of its Restricted Subsidiaries or on any other interest or participation in, or measured by, its profits, which interest or participation is owned by the Company or a any of its Restricted Subsidiary or Subsidiaries; (ii) pay any Indebtedness owed to the Company, Company or any of its Restricted Subsidiaries; (iiiii) to make any loans or advances to the Company or any of its Restricted Subsidiaries; or (iiiiv) sell, lease or transfer any of its property properties or assets to the CompanyCompany or any of its Restricted Subsidiaries except, except for: in each case, for such encumbrances or restrictions existing under or by reason of: (a1) any encumbrance applicable law, regulation, rule, order, approval, license, permit or restriction similar restriction, in each case issued by a governmental authority; (2) this Indenture and the Notes; (3) contractual encumbrances or restrictions in effect on the Effective Date, including, without limitation, pursuant to an agreement the Credit Agreement and any replacements, refundings, refinancings and substitute facility or facilities thereof, in effect at whole or in part, and additional facility or facilities thereof and their related documentation; (4) in the case of clause (iv) of this Section 4.05, by reason of customary non-assignment or subletting provisions in leases entered into on in the Original Issue ordinary course of business; (5) Prior Purchase Money Obligations; (6) Indebtedness or Capital Stock of Restricted Subsidiaries that have been or are acquired by or merged with or into the Company or any of its Restricted Subsidiaries after the Effective Date; (b) any encumbrance provided that such Indebtedness or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary which Capital Stock was entered into on or is in existence prior to the date on which time of such Restricted Subsidiary acquisition or merger and was acquired not incurred, assumed or issued by the Company (other than as consideration in, Person so acquired or merged in contemplation of such acquisition or merger or to provide all or any portion of the funds or credit support utilized to consummate, the transaction consummate such acquisition or series of related transactions pursuant merger; provided further that such restrictions only apply to which such Restricted Subsidiary became and its Subsidiaries; (7) contracts for the sale of assets not otherwise prohibited by this Indenture, including without limitation customary restrictions with respect to a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (c) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (d) any such encumbrance or restriction consisting of customary contractual non-assignment provisions to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (f) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (8) in the case of clause (iv) of this Section 4.05, Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.11 that limits the right of the debtor to sell, lease, transfer or otherwise dispose of the assets securing such Indebtedness; (9) customary provisions contained in leases or other agreements entered into in the ordinary course of business or in Indebtedness permitted to be incurred pursuant to Section 4.03, in each case which do not limit the ability of any Restricted Subsidiary pending to take any of the closing actions described in clauses (i) through (iv) of this Section 4.05 with respect to a material amount of dividends, distributions, Indebtedness, loans, advances or sales, leases or transfers of properties or assets, as applicable; (10) provisions in joint venture agreements and other similar agreements in each case related to Permitted Joint Ventures of the Company or of a Restricted Subsidiary that are materially similar to customary provisions entered into by parties to joint ventures in the Healthcare Service Business at the time of such sale joint venture or dispositionsimilar agreement; (11) restrictions on cash or other deposits or net worth or similar type restrictions imposed by customers under contracts entered into in the ordinary course of business; and and (g12) any restriction encumbrances or restrictions imposed by applicable lawany amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) of this Section 4.05, in whole or in part, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or allow to become effective, effective any consensual encumbrance or consensual restriction of any kind on the ability of any such Restricted Subsidiary to: (i) to pay dividends dividends, in cash or otherwise, or make any other payments or distributions on its Capital Stock or any other equity interest or participation in, or measured by, its profits, owned by the Company or by any Restricted Subsidiary, or make payments or prepayments on any Indebtedness owed to the Company or to any Restricted Subsidiary; (ii) make loans or advances to or make Investments in the Company or any Restricted Subsidiary; or (iii) transfer any of their respective property or assets to the Company or to any Restricted Subsidiary. (b) The restrictions in Section 3.15(a), however, will not apply to encumbrances or restrictions existing under or by reason of: (i) applicable law, rule, regulations or order or required by any regulatory authority; (a) customary provisions restricting subletting or assignment of any lease, sublease, license, sublicense or service contract; (b) any mortgage, pledge, charge or other security agreement permitted under this Indenture or securing Indebtedness of the Company or a Restricted Subsidiary or pay any Indebtedness owed permitted under this Indenture to the Companyextent such encumbrances or restrictions restrict the transfer or encumbrance of the property or assets subject to such mortgage, pledge, charge or other security agreement; (iic) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to make any loans or advances to which the Company or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business or consistent with past practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; or (d) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (iii) transfer Indebtedness or any other contractual requirements (including pursuant to any corporate governance documents in the nature of its property a charter or assets by-laws) of a Securitization Subsidiary arising in connection with a Qualified Securitization Transaction; provided that any such encumbrances and restrictions apply only to the Company, except for: such Securitization Subsidiary; (aiv) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Original Issue Date; Date as any such agreement is in effect on such date; (bv) any encumbrance or restriction with respect to a agreement (including Acquired Indebtedness) of any Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary which was entered into in effect on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary and not entered into in anticipation or was acquired by the Company) and outstanding on such date; (c) any encumbrance or restriction pursuant to an agreement effecting contemplation of becoming a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c)Restricted Subsidiary; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (d) any such encumbrance or restriction consisting shall not apply to any assets of customary contractual non-assignment provisions the Company or its Restricted Subsidiaries other than such Restricted Subsidiary; (vi) this Indenture, the Securities, the Subsidiary Guarantees and the Notes Collateral Documents; (vii) restrictions relating to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iii) above, restrictions contained in security agreements or mortgages any Lien securing Indebtedness of a Restricted Subsidiary otherwise permitted to be incurred pursuant to this Indenture that limits the extent such restrictions restrict the transfer right of the property subject debtor to dispose of the assets securing such security agreements or mortgages; Indebtedness; (fviii) restrictions imposed under any restriction with respect agreement to a Restricted Subsidiary imposed pursuant sell assets permitted under this Indenture to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary any Person pending the closing of such sale or disposition; and sale; (gix) any other agreement governing Indebtedness entered into after the Issue Date that contains encumbrances and restrictions that, taken as a whole, are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date; (x) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business or consistent with past practice that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (xi) Indebtedness incurred in compliance with Section 3.10(a)(xviii), provided that such encumbrance or restriction applies only to assets financed with the proceeds of such Indebtedness; (xii) restrictions on cash or other deposits or net worth imposed by applicable lawcustomers, suppliers or landlords under contracts entered into in the ordinary course of business or consistent with past practice; (xiii) encumbrances or restrictions contained in Indebtedness of Restricted Subsidiaries permitted to be incurred under Section 3.10(a)(iii), (a)(xxvi) or (a)(xxvii); provided that any such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and either (A) such encumbrances or restrictions do not materially impair the Company’s ability to make payment on the Securities when due or (B) such encumbrances or restrictions only apply if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (xiv) encumbrances or restrictions imposed by the Support Agreement, the Master Intercompany Agreements or the Shy Settlement; and (xv) any encumbrances or restrictions imposed by any amendments, refinancings or replacements of the contracts, instruments or obligations referred to in clauses (i) through (xiv) above; provided that such amendments, refinancings or replacements are, taken as a whole, not materially more restrictive with respect to such encumbrances and restrictions than those prior to such amendment, refinancing or replacement.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or allow to become effective, effective any consensual encumbrance or consensual restriction of any kind on the ability of any such Restricted Subsidiary to: (i) to pay dividends dividends, in cash or otherwise, or make any other payments or distributions on its Capital Stock to or any other equity interest or participation in, or measured by, its profits, owned by the Company or a by any Restricted Subsidiary of the Company, or pay make payments on any Indebtedness owed to the Company or to any Restricted Subsidiary of the Company, ; (ii) to make any loans or advances to the Company or to any Restricted Subsidiary of the Company; or (iii) transfer any of its their respective property or assets to the Company or to any Restricted Subsidiary of the Company, except for: . (b) The restrictions in paragraph (a) above, however, will not apply to encumbrances or restrictions existing under or by reason of: (i) applicable law, regulations or order; (ii) customary provisions restricting subletting or assignment of any encumbrance lease governing a leasehold interest of any Restricted Subsidiary of the Company; (iii) Indebtedness or restriction any other contractual requirements (including pursuant to an any corporate governance documents in the nature of a charter or by-laws) of a Securitization Subsidiary arising in connection with a Qualified Securitization Transaction, provided, that any such encumbrances and restrictions apply only to such Securitization Subsidiary; (iv) any agreement in effect at or entered into on the Original Issue Date; Date as any such agreement is in effect on such date; (bv) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred incurred by such Restricted Subsidiary which was entered into on or prior to the date on which such Restricted Subsidiary was acquired by became a Subsidiary of the Company (other than as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such datedate and not incurred in anticipation or contemplation of becoming a Subsidiary of the Company; (c) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); provided, however, provided that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (d) any such encumbrance or restriction consisting of customary contractual non-assignment provisions shall not apply to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer any assets of the property subject Company or its Restricted Subsidiaries other than such Restricted Subsidiary; (vi) the Indenture, the Securities and the International Guarantee or any other Subsidiary Guarantee. (vii) restrictions relating to such security agreements or mortgages; (f) any restriction with respect to a Restricted Subsidiary Lien permitted under the Indenture imposed pursuant to an agreement entered into for by the sale or disposition of all or substantially all the Capital Stock or assets holder of such Restricted Subsidiary Lien; (viii) restrictions imposed under any agreement to sell assets permitted under the Indenture to any Person pending the closing of such sale or disposition; and sale; (gix) any restriction other agreement governing Indebtedness entered into after the Issue Date that contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date; (x) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (xi) Indebtedness incurred in compliance with paragaph (r) of Section 3.10 that impose restrictions of the nature described in clause (v) above on the assets acquired; (xii) restrictions on cash or other deposits or net worth imposed by applicable lawsuppliers or landlords under contracts entered into in the ordinary course of business; (xiii) encumbrances or restrictions contained in Indebtedness of Restricted Subsidiaries permitted to be incurred under paragraph (t) of Section 3.10; provided that any such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred under the relevant circumstances and do not materially impair the Company’s ability to make payment or the Securities when due; and (xiv) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments or refinancings are no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective, effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to (i) to pay dividends or make any other distributions on its Capital Stock Stock, or any other interest or participation in a Restricted Subsidiary; (ii) pay any Indebtedness owed to the Company or a Restricted Subsidiary or pay any Indebtedness owed to of the Company, ; (iiiii) to make any loans or advances to the Company or a Restricted Subsidiary of the Company; or (iiiiv) transfer any of its property properties or assets to the CompanyCompany or a Restricted Subsidiary of the Company (each, a "Payment Restriction"), except for: for (aA) any encumbrance encumbrances or restriction pursuant restrictions with respect to an agreement Senior Indebtedness in effect at or entered into on the Original Issue Date; (bB) encumbrances under a Bank Credit Facility; (C) consensual encumbrances or consensual restrictions binding upon any encumbrance or restriction with respect to Person at the time such Person becomes a Restricted Subsidiary pursuant to an of the Company (unless the agreement relating to any Indebtedness Incurred by creating such Restricted Subsidiary which consensual encumbrance or consensual restrictions was entered into on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than as consideration inin connection with, or to provide all or any portion of the funds or credit support utilized to consummatein contemplation of, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became entity becoming a Restricted Subsidiary or was acquired by the Company) and outstanding on such dateSubsidiary); (cD) customary provisions restricting subletting or assignment of any encumbrance or restriction pursuant to an agreement effecting lease governing a Refinancing leasehold interest of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreementsSubsidiary; (dE) any such encumbrance or restriction consisting of customary contractual non-assignment provisions to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) in the case of clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or and mortgages; (fF) customary restrictions in purchase money obligations for property acquired in the ordinary course of business restricting the transfer of the property acquired thereby; (G) consensual encumbrances or consensual restrictions under any restriction with respect agreement that refinances or replaces any agreement described in clauses (A), (B), (C), (D), (E) or (F) above, provided that the terms and conditions of any such restrictions are no less favorable to a Restricted Subsidiary imposed pursuant to an the Holders of the Notes than those under the agreement entered into for the sale so refinanced or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or dispositionreplaced; and (gH) any encumbrance or restriction imposed by due to applicable law.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit suffer to exist or become effective, effective any consensual encumbrance or consensual restriction on which by its terms expressly restricts the ability of any Restricted Subsidiary to (i) to pay dividends or make any other distributions on its such Restricted Subsidiary's Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness owed to the CompanyCompany or any Restricted Subsidiary (except that payment of dividends by Adamar of Nevada may be suspended if required by Section 6.A. of the Stock Pledge), (ii) to make any loans or advances to the Company or any Restricted Subsidiary or (iii) transfer any of its property or assets Property to the CompanyCompany or any Restricted Subsidiary, except for: that (A) clauses (ii) and (iii) shall be deemed not to apply to any such encumbrances or restrictions contained in any agreement or instrument (a) relating to any encumbrance Indebtedness of the Company or restriction pursuant to an agreement in effect at or entered into any Restricted Subsidiary existing on the Original Issue DateEffective Date or to the Credit Facility; (b) relating to any Property acquired by the Company or any Restricted Subsidiary after the Effective Date, provided that such encumbrance or restriction with respect relates only to a the Property which is acquired; (c) relating to (x) any industrial revenue or development bonds, (y) any obligation of the Company or any Restricted Subsidiary pursuant incurred in the ordinary course of business to an agreement pay the purchase price of Property acquired by the Company or such Restricted Subsidiary and (z) any lease of Property by the Company or any Restricted Subsidiary in the ordinary course of business, provided that such encumbrance or restriction relates only to the Property which is the subject of such industrial revenue or development bond, such Property purchased or such Property leased and any such lease, as the case may be; (d) relating to any Indebtedness Incurred by of any Restricted Subsidiary at the date of acquisition of such Restricted Subsidiary which was entered into on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than as consideration in, or to provide all or any portion Restricted Subsidiary, provided that such Indebtedness was not incurred in connection with or in anticipation of the funds such acquisition; and (e) replacing or credit support utilized refinancing agreements or instruments referred to consummatein clauses (a), the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company(b) and outstanding on such date; (c) any ), provided that the provisions relating to such encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) such replacing or (b) of this covenant or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment instrument are no more restrictive in any material respect than the encumbrances and restrictions with respect provisions relating to such Restricted Subsidiary contained in such agreements; (d) any such encumbrance or restriction consisting of customary contractual non-assignment provisions to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) contained in the case of original agreement or instrument, (B) clauses (i), (ii) and (iii) shall be deemed not to apply to any such encumbrances or restrictions imposed by the New Jersey Commission, the New Jersey Division, the Nevada Commission, the Nevada Control Board or any other Gaming Authority and (C) clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary shall be deemed not to the extent such restrictions restrict apply to the transfer of Property that is used to secure Indebtedness, provided that such Indebtedness is permitted to be incurred under the property subject to such security agreements or mortgages; (f) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) any restriction imposed by applicable lawIndenture.

Limitation on Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit suffer to exist or become effective, effective any consensual encumbrance or consensual restriction on which by its terms expressly restricts the ability of any Restricted Subsidiary to (i) to pay dividends or make any other distributions on its such Restricted Subsidiary's Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness owed to the CompanyCompany or any Restricted Subsidiary (except that payment of dividends by Adamar of Nevada may be suspended if required by Section 6.A. of the Stock Pledge), (ii) to make any loans or advances to the Company or any Restricted Subsidiary or (iii) transfer any of its property or assets Property to the CompanyCompany or any Restricted Subsidiary, except for: that (A) clauses (ii) and (iii) shall be deemed not to apply to any such encumbrances or restrictions contained in any agreement or instrument (a) relating to any encumbrance Indebtedness of the Company or restriction pursuant to an agreement in effect at or entered into any Restricted Subsidiary existing on the Original Issue DateEffective Date or to the Credit Facility; (b) relating to any Property acquired by the Company or any Restricted Subsidiary after the Effective Date, provided that such encumbrance or restriction with respect relates only to a the Property which is acquired; (c) relating to (x) any industrial revenue or development bonds, (y) any obligation of the Company or any Restricted Subsidiary pursuant incurred in the ordinary course of business to an agreement pay the purchase price of Property acquired by the Company or such Restricted Subsidiary and (z) any lease of Property by the Company or any Restricted Subsidiary in the ordinary course of business, provided that such encumbrance or restriction relates only to the Property which is the subject of such industrial revenue or development bond, such Property purchased or such Property leased and any such lease, as the case may be; (d) relating to any Indebtedness Incurred by of any Restricted Subsidiary at the date of acquisition of such Restricted Subsidiary which was entered into on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than as consideration in, or to provide all or any portion Restricted Subsidiary, provided that such Indebtedness was not incurred in connection with or in anticipation of the funds such acquisition; and (e) replacing or credit support utilized refinancing agreements or instruments referred to consummatein clauses (a), the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company(b) and outstanding on such date; (c) any ), provided that the provisions relating to such encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c)) or contained in any amendment to an agreement referred to in clause (a) such replacing or (b) of this covenant or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment instrument are no more restrictive in any material respect than the encumbrances and restrictions with respect provisions relating to such Restricted Subsidiary contained in such agreements; (d) any such encumbrance or restriction consisting of customary contractual non-assignment provisions to the extent such provisions restrict the transfer of rights, duties or obligations under such contract; (e) contained in the case of original agreement or instrument, (B) clauses (i), (ii) and (iii) shall be deemed not to apply to any such encumbrances or restrictions imposed by the New Jersey Commission, the New Jersey 84 77 Division, the Nevada Commission, the Nevada Control Board or any other Gaming Authority and (C) clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary shall be deemed not to the extent such restrictions restrict apply to the transfer of Property that is used to secure Indebtedness, provided that such Indebtedness is permitted to be incurred under the property subject to such security agreements or mortgages; (f) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) any restriction imposed by applicable lawIndenture.