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

Limitation on Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or a Restricted Subsidiary of the Company; (iii) make loans or advances to the Company or a Restricted Subsidiary of the Company; or (iv) transfer any of its properties or assets to the Company or a Restricted Subsidiary of the Company (each, a "Payment Restriction"), except for (a) encumbrances or restrictions under Credit Facilities; provided, that any Payment Restrictions thereunder (other than, with respect to (iv) above, customary restrictions in security agreements or other loan documents thereunder securing or governing Indebtedness of a Restricted Subsidiary) may be imposed only upon the acceleration of the maturity of the Indebtedness thereunder; (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; and (d) customary non-assignment provisions in leases, purchase money financings and any encumbrance or restriction due to applicable law.

Limitation on Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or a Restricted Subsidiary of the Company; (iii) make loans or advances to the Company or a Restricted Subsidiary of the Company; or (iv) transfer any of its properties or assets to the Company or a Restricted Subsidiary of the Company (each, a "“Payment Restriction"”), except for (a) encumbrances or restrictions under Credit Facilities; provided, that any Payment Restrictions thereunder (other than, with respect to (iv) above, customary restrictions in security agreements or other loan documents thereunder securing or governing Indebtedness of a Restricted Subsidiary) may be imposed only upon the acceleration of the maturity of the Indebtedness thereunder; (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; and (d) customary non-assignment provisions in leases, purchase money financings and any encumbrance or restriction due to applicable law.

Limitation on Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist exist, or allow to become effective any consensual encumbrance or consensual restriction on the ability Payment Restriction with respect to any of any Restricted Subsidiary of the Company to its Subsidiaries, except for (i) pay dividends any such restrictions contained in (a) the Senior Secured Credit Facility and related documents as in effect on the Issue Date as any such payment restriction may apply to any present or make future Subsidiary, (b) this Indenture, (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 lease or agreement entered into by the Company or a Subsidiary or the assets (other distributions on its Capital Stock than cash) subject thereto; (iii) customary pre-closing restrictions with respect to the Company or a Restricted Subsidiary, (ii) pay any Indebtedness owed Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or a portion of the Capital Stock or assets of the Company or a Restricted Subsidiary of the Companysuch Subsidiary, which is not otherwise prohibited by this Indenture; (iii) make loans or advances to the Company or a Restricted Subsidiary of the Company; or and (iv) transfer any of its properties restrictions contained in Indebtedness incurred to refinance, refund, extend or assets renew Indebtedness referred to in clause (i) above or amendments to the Company or a Restricted Subsidiary of the Company Indebtedness referred to in clause (each, a "Payment Restriction"), except for (a) encumbrances or restrictions under Credit Facilities; provided, that any Payment Restrictions thereunder (other than, with respect to (ivi) above, customary restrictions in security agreements or other loan documents thereunder securing or governing Indebtedness of a Restricted Subsidiary) may be imposed only upon the acceleration of the maturity of the Indebtedness thereunder; (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 Payment Restrictions contained therein are not any such restrictions are in the aggregate no less favorable to the holders of the Securities more restrictive than those under the agreement so refinanced provided for in such Indebtedness being refinanced, refunded, extended or replaced; and (d) customary non-assignment provisions in leases, purchase money financings and any encumbrance or restriction due to applicable lawrenewed.

Limitation on Payment Restrictions Affecting Subsidiaries. The Company Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted such Subsidiary of the Company to (ia) 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 Issuer or a Restricted Subsidiaryby any of its Subsidiaries, (ii) pay or make payments on any Indebtedness owed to the Company Issuer or a Restricted Subsidiary to any of the Company; its Subsidiaries, (iiib) make loans or advances to the Company Issuer or a Restricted Subsidiary to any of the Company; or its Subsidiaries, (ivc) transfer any of its properties their respective property or assets to the Company Issuer or a Restricted Subsidiary to any of the Company (each, a "Payment Restriction")its Subsidiaries, except for (a) such encumbrances or restrictions existing under Credit Facilities; providedor by reason of (i) applicable law, (ii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any of the Issuer's Subsidiaries, (iii) Acquired Indebtedness incurred in accordance with the Indenture, provided that such encumbrance or restriction in respect of such Acquired Indebtedness is not applicable to any Payment Restrictions thereunder Person, or the property or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and that such Acquired Indebtedness was not incurred by the Issuer or by any of its Subsidiaries or by the Person being acquired in connection with or anticipation of such acquisition, (other than, iv) with respect to clause (ivc) above, customary restrictions purchase money obligations for property acquired in security agreements or other loan documents thereunder securing or governing the ordinary course of business, (v) Indebtedness of a Restricted Subsidiaryoutstanding immediately after the Issue Date (as in effect on the Issue Date) may be imposed only upon after giving effect to the acceleration issuance and sale of the maturity Securities and the application of proceeds therefrom, (vi) the Credit Facility, or (vii) any Permitted Refinancing Indebtedness incurred in accordance with the Indenture to Refinance any of the Indebtedness thereunder; (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 set forth in clauses (aiii), (v) and (bvi) above, provided that above to the terms and conditions extent such encumbrance or restriction in respect of any such restrictions are in the aggregate Permitted Refinancing Indebtedness is no less favorable to the holders Issuer and its Subsidiaries and the Holders and no more restrictive than such encumbrances or restrictions contained in the Indebtedness being Refinanced as of the Securities date of such Refinancing and does not extend to or cover any other Person or the property of any other Person other than those under the agreement so refinanced or replaced; and (d) customary non-assignment provisions Person in leases, purchase money financings and any respect of whom such encumbrance or restriction due relating to applicable lawthe Indebtedness being Refinanced applied.

Limitation on Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or consensual restriction of any kind (i) on the ability of any Restricted Subsidiary of the Company Subsidiaries (a) to (i) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary, (ii) pay make payments on any Indebtedness owed to the Company or a Restricted Subsidiary of the Company; any other Subsidiary, (iiib) to make loans or advances to the Company or a Restricted Subsidiary of the Company; any other Subsidiary, or (ivc) to transfer any of its properties or assets Property to the Company or a Restricted Subsidiary any other Subsidiary, or (ii) on the ability of the Company such Person or any other subsidiary of such Person to receive or retain any such (eacha) dividends, distributions or payments, (b) loans or advances, or (c) transfers of Property (any such restriction being referred to herein as a "Payment Restriction"), except for (a) such encumbrances or restrictions existing under or by reason of (1) the Credit Facilities; providedFacility as in effect from time to time, that (2) customary provisions restricting subletting or assignment of any Payment Restrictions thereunder lease governing a leasehold interest of the Company or any Subsidiary, (other than, with respect to (iv3) above, customary restrictions in security agreements or other loan documents thereunder securing or any instrument governing Indebtedness of a Restricted Subsidiary) may be imposed only upon Person acquired by the acceleration of the maturity of the Indebtedness thereunder; (b) consensual encumbrances Company or consensual restrictions binding upon any Person a Subsidiary at the time of such Person becomes a Restricted Subsidiary acquisition, which encumbrance or restriction is not applicable to any Person, other than the Person, or the Property of the Company Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition, (unless 4) with respect to clauses (i)(c) and (ii)(c) above, Purchase Money Obligations for Property acquired in the ordinary course of business, (5) Indebtedness existing pursuant to a written agreement creating such consensual encumbrances or consensual restrictions was entered into in connection witheffect on the date of this Indenture, (6) Indebtedness under this Indenture, or in contemplation of(7) Indebtedness incurred to refinance, such entity becoming a Restricted Subsidiary); (c) consensual encumbrances refund, extend or consensual restrictions under any agreement that refinances or replaces any agreement described renew Indebtedness referred to in clauses (a1), (3), (4) and or (b5) above, ; provided that the terms and conditions of any such restrictions Payment Restrictions contained therein are not materially more restrictive than those provided for in the aggregate no less favorable to the holders of the Securities than those under the agreement so refinanced Indebtedness being refinanced, refunded, extended or replaced; and (d) customary non-assignment provisions in leases, purchase money financings and any encumbrance or restriction due to applicable lawrenewed.

Limitation on Payment Restrictions Affecting Subsidiaries. The Company Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind, on the ability of any Restricted Subsidiary of the Company Borrower to (ia) pay dividends or make any other distributions distribution on its Capital Stock to the Company Borrower or a Restricted any Subsidiary, (iib) pay any Indebtedness owed to the Company Borrower or a Restricted Subsidiary of the Company; any Subsidiary, (iiic) make loans investments in the Borrower or advances to the Company or a Restricted Subsidiary of the Company; any Subsidiary, or (ivd) transfer any of its properties property or assets to the Company Borrower or a Restricted Subsidiary of the Company any Subsidiary, except, in each case (each, a "Payment Restriction"), except for (ai) any encumbrances or restrictions under Credit Facilities; provided, that any Payment Restrictions thereunder (other than, with respect to (iv) above, customary restrictions in security agreements or other loan documents thereunder securing or governing Indebtedness of a Restricted Subsidiary) may be imposed only upon the acceleration of the maturity of the Indebtedness thereunder; (b) consensual encumbrances or consensual restrictions binding upon any a Person at the time such Person becomes a Restricted Subsidiary of the Company (unless the agreement creating such consensual encumbrances encumbrance or consensual restrictions was entered into in connection with, or in contemplation of, such entity becoming a Restricted Subsidiary); (c) consensual , provided that such encumbrances or consensual restrictions under shall not encumber or restrict any assets of the Borrower or its other Subsidiaries other than such Subsidiary, (ii) any encumbrance or restriction pursuant to any customary non-assignment provisions in leases, (iii) any encumbrances or restrictions due to applicable law, (iv) any such encumbrance or restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or any such encumbrance or restriction referred to in clause (d) above with respect to the assets of a Subsidiary and imposed pursuant to an agreement entered into for the sale of such assets (in either case, so long as such encumbrance or restriction, by its terms, terminates on the earlier of the termination of such agreement or the consummation of such agreement), and (v) any such encumbrance or restriction pursuant to any agreement that refinances amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses (a) i), (ii), and (b) aboveiii), provided that the terms and conditions of any such encumbrances or restrictions are in the aggregate no not materially less favorable to the holders of the Securities Borrower than those under or pursuant to the agreement so refinanced amended, extended, refinanced, renewed or replaced; and (d) customary non-assignment provisions in leases, purchase money financings and any encumbrance or restriction due to applicable law.

Limitation on Payment Restrictions Affecting Subsidiaries. The Company Except as otherwise provided herein, Borrower will not, and nor will not permit any of its Restricted Subsidiaries be permitted to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Borrower or such Subsidiary of the Company to (ia) pay dividends or make any other distributions on its Capital Stock to the Company Borrower's Equity Interests or a Restricted such Subsidiary, (ii) 's Equity Interests or pay any Indebtedness owed to the Company Borrower or a Restricted Subsidiary of the Company; any other Subsidiary, (iiib) make any loans or advances to the Company Borrower or a Restricted any other Subsidiary of the Company; or (ivc) transfer any of its properties property or assets to the Company Borrower or a Restricted Subsidiary of the Company (each, a "Payment Restriction")any other Wholly-owned Subsidiary, except for (ai) encumbrances or restrictions under Credit Facilities; provided, that any Payment Restrictions thereunder (other thanrestrictions, with respect to (iv) abovea Subsidiary that is not a Subsidiary on the date of this Agreement, customary restrictions in security agreements or other loan documents thereunder securing or governing Indebtedness of a Restricted Subsidiary) may be imposed only upon the acceleration of the maturity of the Indebtedness thereunder; (b) consensual encumbrances or consensual restrictions binding upon any Person existence at the time such Person becomes a Restricted Subsidiary of the Company Borrower (unless the but not created in contemplation of such Person becoming a Subsidiary), (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement creating such consensual encumbrances or consensual restrictions was which has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary, (iii) any encumbrance or restriction pursuant to an agreement in connection witheffect at or entered into on the date of this Agreement, or in contemplation of, such entity becoming a Restricted Subsidiary); and (civ) consensual encumbrances or consensual any restrictions existing under any agreement that which refinances or replaces any agreement described the agreements containing the restrictions in clauses (ai), (ii) and (b) aboveiii), provided that the terms and conditions of any such restrictions agreement are in the aggregate no less favorable to the holders of the Securities Lenders than those under or pursuant to the agreement so refinanced or replaced; and (d) customary non-assignment provisions in leases, purchase money financings and any encumbrance or restriction due to applicable lawevidencing the Indebtedness refinanced.

Limitation on Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or a Restricted Subsidiary of the Company; (iii) make loans or advances to the Company or a Restricted Subsidiary of the Company; or (iv) transfer any of its properties or assets to the Company or a Restricted Subsidiary of the Company (each, a "Payment Restriction"), except for (a) encumbrances or restrictions under a Bank Credit FacilitiesFacility; provided, that any Payment Restrictions thereunder (other than, with respect to (iv) above, customary restrictions in security agreements or other loan documents thereunder securing or governing Indebtedness of a Restricted Subsidiary) may be imposed only upon the acceleration of the maturity of the Indebtedness thereunder; (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; and (d) customary non-assignment provisions in leases, purchase money financings and any encumbrance or restriction due to applicable law.

Limitation on Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist exist, or allow to become effective effective, any consensual encumbrance or consensual restriction on the ability of Payment Restriction with respect to any Restricted Subsidiary of the Company to (i) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or a Restricted Subsidiary of the Company; (iii) make loans or advances to the Company or a Restricted Subsidiary of the Company; or (iv) transfer any of its properties or assets to the Company or a Restricted Subsidiary of the Company (each, a "Payment Restriction"), except for (a) encumbrances any such restrictions contained in (i) the New Revolving Credit Agreement and related documents as in effect on the Issue Date as any such payment restriction may apply to any present or restrictions under Credit Facilities; providedfuture Subsidiary, that any Payment Restrictions thereunder (other thanii) this Indenture, with respect to (iii) applicable law, (iv) above, customary restrictions in security agreements or other loan documents thereunder securing or governing Indebtedness of a Restricted Subsidiary) may be imposed only upon the acceleration of the maturity of the Indebtedness thereunder; (b) consensual encumbrances or consensual restrictions binding upon any Person existing at the time such Person becomes a Restricted Subsidiary of the Company (unless the agreement creating provided that (x) such consensual encumbrances or consensual restrictions was entered into Indebtedness is not incurred in connection with, or in contemplation of, such entity Person becoming a Restricted Subsidiary, (y) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired, and (z) such Indebtedness is otherwise permitted to be incurred pursuant to Section 4.11); , and (v) secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.11 and that limits the right of the debtor to dispose of the assets securing such Indebtedness, (b) customary non-assignment provisions restricting subletting or assignment of any lease or assignment entered into by a Subsidiary, (c) consensual encumbrances or consensual customary net worth provisions contained in leases and other agreements entered into by a Subsidiary in the ordinary course of business, (d) customary restrictions under any with respect to a Subsidiary pursuant to an agreement that refinances has been entered into for the sale or replaces any agreement described disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (e) customary provisions in clauses instruments or agreements relating to a Lien permitted to be created, incurred or assumed pursuant to Section 4.16 prohibiting the transfer of the property subject to the such Lien, and (f) restrictions contained in Indebtedness incurred to refinance, refund, extend or renew Indebtedness referred to in clause (a) and (b) above, provided that the terms and conditions of any such restrictions contained therein are in the aggregate no less favorable to the holders of the Securities more restrictive than those under the agreement so refinanced provided for in such Indebtedness being refinanced, refunded, extended or replaced; and (d) customary non-assignment provisions in leases, purchase money financings and any encumbrance or restriction due to applicable lawrenewed.

Limitation on Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or a Restricted Subsidiary of the Company; (iii) make loans or advances to the Company or a Restricted Subsidiary of the Company; or (iv) transfer any of its properties or assets to the Company or a Restricted Subsidiary of the Company (each, a "Payment Restriction"), except for (a) encumbrances or restrictions under Credit Facilities; providedPROVIDED, that any Payment Restrictions thereunder (other than, with respect to (iv) above, customary restrictions in security agreements or other loan documents thereunder securing or governing Indebtedness of a Restricted Subsidiary) may be imposed only upon the acceleration of the maturity of the Indebtedness thereunder; (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 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; and (d) customary non-assignment provisions in leases, purchase money financings and any encumbrance or restriction due to applicable law.

Limitation on Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectlycreate, create assume or otherwise cause or suffer to exist or become effective any Payment Restriction or consensual encumbrance or consensual restriction on the ability of with respect to any Restricted Subsidiary of the Company to thereof to: (ia) pay dividends or make any other distributions on such Subsidiary's Capital or any other interest or participation in, or measured by, its Capital Stock to profits, owned by the Company or a Restricted Subsidiary, (ii) any of its other Subsidiaries or pay interest on or principal of any Indebtedness owed to the Company or a Restricted Subsidiary any of the Companyits other Subsidiaries; (iiib) make any loans or advances to the Company or a Restricted Subsidiary of the Companyany other Subsidiary; or (ivc) transfer any of its properties property or assets to the Company or a Restricted Subsidiary of the Company (each, a "Payment Restriction")any other Subsidiary, except for (ai) restrictions imposed by applicable law; (ii) any restrictions existing under this Indenture; (iii) restrictions imposed under the Working Capital Line and (iv) encumbrances or restrictions under Credit Facilities; contained in any agreement or instrument (A) relating to any property acquired or leased by the Company or any of its Subsidiaries after the Closing Date, provided, however, that such encumbrance or restriction relates only to the -------- ------- property which is acquired or leased; (B) relating to any Payment Restrictions thereunder (other than, with respect to (iv) above, customary restrictions in security agreements or other loan documents thereunder securing or governing Indebtedness of a Restricted Subsidiary) may be imposed only upon the acceleration of the maturity of the Indebtedness thereunder; (b) consensual encumbrances or consensual restrictions binding upon any Person Subsidiary at the time date of acquisition of such Person becomes a Restricted Subsidiary by the Company or any Subsidiary of the Company (unless the agreement creating Company, provided, further, however, that such consensual encumbrances or consensual restrictions Indebtedness -------- ------- ------- was entered into not incurred in connection with, or in contemplation of, such entity becoming acquisition (the Company being entitled to rely upon a Restricted Subsidiarycertificate of such Subsidiary as to whether such Indebtedness was incurred in contemplation thereof); (cC) consensual encumbrances or consensual restrictions under any arising pursuant to an agreement that refinances or replaces any effecting a refinancing of Indebtedness issued pursuant to an agreement described referred to in clauses the foregoing clause (aA) and clause (bB), so long ---------- ---------- as the encumbrances and restrictions contained in any such refinancing agreement are no more restrictive than the encumbrances and restrictions contained in such agreements; (D) above, provided that the terms and conditions which constitute customary provisions restricting subletting or assignment of any such restrictions are in the aggregate no less favorable to the holders lease of the Securities than those under Company or any Subsidiary or provisions in agreements that restrict the assignment of such agreement so refinanced or replacedany rights thereunder; and (dE) customary non-assignment provisions in leases, purchase money financings and which constitute restrictions on the sale or other disposition of any encumbrance or restriction due to applicable lawproperty securing Indebtedness as a result of a lien on such property.

Limitation on Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distributions on its Capital Stock to or on any other interest or participation in the Company or a Restricted Subsidiary, ; (ii) pay any Indebtedness indebtedness owed to the Company or a Restricted Subsidiary of the Company; (iii) make loans or advances to the Company or a Restricted Subsidiary of the Company; or (iv) transfer any of its properties or assets to the Company or a Restricted Subsidiary of the Company (each, a "Payment RestrictionPAYMENT RESTRICTION"), except for (a) encumbrances or restrictions under a Bank Credit FacilitiesFacility; provided, that no encumbrance or restriction shall limit the ability of any Payment Restrictions thereunder (other than, with respect Restricted Subsidiary to (iv) above, customary restrictions in security agreements or other loan documents thereunder securing or governing Indebtedness of a Restricted Subsidiary) may be imposed only transfer cash to the Company except upon the acceleration occurrence of an event of default under the maturity of the Indebtedness thereunderBank 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 Holders of the Securities than those under the agreement so refinanced or replaced; and (d) customary non-assignment provisions in leases, purchase money financings and any encumbrance or restriction due to applicable law.

Limitation on Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or consensual restriction of any kind (i) on the ability of any Restricted Subsidiary of the Company Subsidiaries (a) to (i) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary, (ii) pay make payments on any Indebtedness owed to the Company or a Restricted Subsidiary of the Company; any other Subsidiary, (iiib) to make loans or advances to the Company or a Restricted Subsidiary of the Company; any other Subsidiary, or (ivc) to transfer any of its properties or assets Property to the Company or a Restricted Subsidiary any other Subsidiary; or (ii) on the ability of the Company such Person or any other subsidiary of such Person to receive or retain any such (eacha) dividends, distributions or payments, (b) loans or advances, or (c) transfers of Property (any such restriction being referred to herein as a "Payment Restriction"), except for (a) such encumbrances or restrictions existing under or by reason of (A) the Bank Credit Facilities; providedAgreement as in effect on the Issue Date, that (B) customary provisions restricting subletting or assignment of any Payment Restrictions thereunder lease governing a leasehold interest of the Company or any Subsidiary, (other than, with respect to (ivC) above, customary restrictions in security agreements or other loan documents thereunder securing or any instrument governing Indebtedness of a Restricted Subsidiary) may be imposed only upon Person acquired by the acceleration of the maturity of the Indebtedness thereunder; (b) consensual encumbrances Company or consensual restrictions binding upon any Person a Subsidiary at the time of such Person becomes a Restricted Subsidiary acquisition, which encumbrance or restriction is not applicable to any Person, other than the Person, or the Property of the Company Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition, (unless D) with respect to clauses (i)(c) -42- and (ii)(c) above, Purchase Money Obligations for Property acquired in the ordinary course of business, (E) Indebtedness existing pursuant to a written agreement creating such consensual encumbrances or consensual restrictions was entered into in connection witheffect on the Issue Date, (F) Indebtedness under the Series A/B Indenture, (G) Indebtedness under this Indenture, or in contemplation of(H) Indebtedness incurred to refinance, such entity becoming a Restricted Subsidiary); (c) consensual encumbrances refund, extend or consensual restrictions under any agreement that refinances or replaces any agreement described renew Indebtedness referred to in clauses (aA), (C), (D), (E), (F) and or (bG) above, ; provided that the terms and conditions of any such restrictions Payment Restrictions contained therein are not materially more restrictive than those provided for in the aggregate no less favorable to the holders of the Securities than those under the agreement so refinanced Indebtedness being refinanced, refunded, extended or replaced; and (d) customary non-assignment provisions in leases, purchase money financings and any encumbrance or restriction due to applicable lawrenewed.

Limitation on Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or consensual restriction of any kind (i) on the ability of any Restricted Subsidiary of the Company Subsidiaries (a) to (i) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary, (ii) pay make payments on any Indebtedness owed to the Company or a Restricted Subsidiary of the Company; any other Subsidiary, (iiib) to make loans or advances to the Company or a Restricted Subsidiary of the Company; any other Subsidiary, or (ivc) to transfer any of its properties or assets Property to the Company or a Restricted Subsidiary any other Subsidiary; or (ii) on the ability of the Company such Person or any other subsidiary of such Person to receive or retain any such (eacha) dividends, distributions or payments, (b) loans or advances, or (c) transfers of Property (any such restriction being referred to herein as a "Payment Restriction"), except for (a) such encumbrances or restrictions existing under or by reason of (A) the Bank Credit Facilities; providedAgreement as in effect on the Series A/B Issue Date, that (B) customary provisions restricting subletting or assignment of any Payment Restrictions thereunder lease governing a leasehold interest of the Company or any Subsidiary, (other than, with respect to (ivC) above, customary restrictions in security agreements or other loan documents thereunder securing or any instrument governing Indebtedness of a Restricted Subsidiary) may be imposed only upon Person acquired by the acceleration of the maturity of the Indebtedness thereunder; (b) consensual encumbrances Company or consensual restrictions binding upon any Person a Subsidiary at the time of such Person becomes a Restricted Subsidiary acquisition, which encumbrance or restriction is not applicable to any Person, other than the Person, or the Property of the Company Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition, (unless D) with respect to clauses (i)(c) and (ii)(c) above, Purchase Money Obligations for Property acquired in the ordinary course of business, (E) Indebtedness existing pursuant to a written agreement creating such consensual encumbrances or consensual restrictions was entered into in connection witheffect on the Series A/B Issue Date, (F) Indebtedness under the Series A/B Indenture, (G) Indebtedness under the Series C/D Indenture, (H) Indebtedness under this Indenture, or in contemplation of(I) Indebtedness incurred to refinance, such entity becoming a Restricted Subsidiary); (c) consensual encumbrances refund, extend or consensual restrictions under any agreement that refinances or replaces any agreement described renew Indebtedness referred to in clauses (aA), (C), (D), (E), (F), (G) and or (bH) above, ; provided that the terms and conditions of any such restrictions Payment Restrictions contained therein are not materially more restrictive than those provided for in the aggregate no less favorable to the holders of the Securities than those under the agreement so refinanced Indebtedness being refinanced, refunded, extended or replaced; and (d) customary non-assignment provisions in leases, purchase money financings and any encumbrance or restriction due to applicable lawrenewed.

Limitation on Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to(other than any Unrestricted Subsidiary), directly or indirectly, to create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or consensual restriction of any kind (i) on the ability of any Restricted Subsidiary of the Company (other than any Unrestricted Subsidiary) to (ia) 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 Restricted Subsidiaryany Subsidiary or any of their respective subsidiaries, (ii) pay or make payments on any Indebtedness owed to the Company or a Restricted any Subsidiary or any of the Company; their respective subsidiaries, (iiib) make loans or advances to the Company or a Restricted Subsidiary any of the Company; or its Subsidiaries, (ivc) transfer any of its properties or assets their respective property to the Company or a Restricted Subsidiary any of its Subsidiaries or (ii) on the ability of the Company or any of its Subsidiaries (eachother than an Unrestricted Subsidiary) to receive or retain any such (x) dividends, payments or distributions, (y) loans or advances or (z) transfer of property (any such restriction being referred to herein as a "Payment Restriction"), except for (a) such encumbrances or restrictions existing under Credit Facilities; provided, that any Payment Restrictions thereunder or by reason of (other than, with respect to (ivA) above, customary restrictions agreements in security agreements or other loan documents thereunder securing or governing Indebtedness of a Restricted Subsidiary) may be imposed only upon the acceleration effect as of the maturity Issue Date, (B) applicable laws, (C) this Indenture or the indenture governing the 1994 Notes, (D) customary provisions restricting subletting or assignment of the Indebtedness thereunder; (b) consensual encumbrances or consensual restrictions binding upon any Person at the time such Person becomes lease governing a Restricted Subsidiary leasehold interest of the Company or any of the Subsidiaries, (unless E) Acquired Indebtedness incurred in accordance with this Indenture, provided that such encumbrance or restriction in respect of such Acquired Indebtedness is not applicable to any Person, or the agreement creating property of any Person, other than the Person, or the property of the Person, so acquired whether or not such consensual encumbrances or consensual restrictions Acquired Indebtedness was entered into incurred in connection withwith or anticipation of such acquisition, (F) the Revolving Credit Facility or in contemplation of, such entity becoming a Restricted Subsidiary); (cG) consensual encumbrances or consensual restrictions under any agreement that refinances effecting a renewal, refunding, refinancing or replaces any agreement described extension of Indebtedness referred to in clauses clause (aA), (E) and or (bF) above, provided that the terms and conditions of any provisions contained in such restrictions are in the aggregate no less favorable renewal, refunding, refinancing or extension relating to the holders of the Securities than those under the agreement so refinanced or replaced; and (d) customary non-assignment provisions in leases, purchase money financings and any such encumbrance or restriction due to applicable laware no more restrictive in any material respect than the provisions contained in the agreement that is the subject thereof.

Limitation on Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance Payment Restriction, except for such encumbrances or consensual restriction on restrictions existing under or by reason of (A) the ability Bank Credit Agreement, (B) customary provisions restricting subletting or assignment of any Restricted Subsidiary lease governing a leasehold interest of the Company to or any Subsidiary, (iC) pay dividends or make any other distributions on its Capital Stock to instrument governing Indebtedness of a Person acquired by the Company or a Restricted SubsidiarySubsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition, (iiD) pay any Indebtedness owed to the Company or a Restricted Subsidiary of the Company; (iii) make loans or advances to the Company or a Restricted Subsidiary of the Company; or (iv) transfer any of its properties or assets to the Company or a Restricted Subsidiary of the Company (each, a "Payment Restriction"), except for (a) encumbrances or restrictions under Credit Facilities; provided, that any Payment Restrictions thereunder (other than, with respect to clauses (ivi)(c) aboveand (ii)(c) contained in the definition of Payment Restriction, customary restrictions Purchase Money Obligations for Property acquired in security agreements or other loan documents thereunder securing or governing the ordinary course of business, (E) Indebtedness existing pursuant to a written agreement in effect on the date of a Restricted Subsidiarythis Indenture, (F) may be imposed only upon the acceleration of the maturity of the Indebtedness thereunder; (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 withunder this Indenture, or in contemplation of(G) Indebtedness incurred to refinance, such entity becoming a Restricted Subsidiary); (c) consensual encumbrances refund, extend or consensual restrictions under any agreement that refinances or replaces any agreement described renew Indebtedness referred to in clauses (aA), (C), (D), (E) and or (bF) above, ; provided that the terms and conditions of any such restrictions Payment Restrictions contained therein are not materially more restrictive than those provided for in the aggregate no less favorable to the holders of the Securities than those under the agreement so refinanced Indebtedness being refinanced, refunded, extended or replaced; and (d) customary non-assignment provisions in leases, purchase money financings and any encumbrance or restriction due to applicable lawrenewed.

Limitation on Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary of its Restricted Subsidiaries the Company to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of which by its terms expressly restricts any such Restricted Subsidiary of the Company to from (i) pay paying dividends or make making any other distributions on its Capital Stock to the Company or a such Restricted Subsidiary, (ii) pay 's capital stock or paying any Indebtedness owed to the Company or a any Restricted Subsidiary of the Company; , (iiiii) make making any loans or advances to the Company or a any Restricted Subsidiary of the Company; Company or (iviii) transfer transferring any of its properties property or assets to the Company or any Restricted Subsidiary of the Company, except (a) any restrictions existing under agreements in effect at the issuance of the Securities, (b) any restrictions under agreements evidencing the Senior Credit Agreements and Swap Obligations, (c) any restrictions under any agreement evidencing any Acquired Indebtedness of a Restricted Subsidiary of the Company incurred pursuant to Section 4.03, provided that such restrictions shall not restrict or encumber any assets of the Company or its Restricted Subsidiaries other than such Restricted Subsidiary and its subsidiaries, (each, a "Payment Restriction"), except for d) in the case of clause (a) encumbrances or restrictions under Credit Facilities; provided, that any Payment Restrictions thereunder (other than, with respect to (iviii) above, customary restrictions nonassignment provisions entered into in security agreements the ordinary course of business consistent with past practice in leases and other contracts to the extent such provisions restrict the transfer or other loan documents thereunder securing subletting of any such lease or governing Indebtedness the assignment of a Restricted Subsidiaryrights under such contract, (e) may be imposed only upon the acceleration of the maturity of the Indebtedness thereunder; (b) consensual encumbrances or consensual restrictions binding upon any Person at the time such Person becomes restriction with respect to a Restricted Subsidiary of the Company (unless imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Restricted Subsidiary, provided that consummation of such transaction would not result in a Default or Event of Default, that such restriction terminates if such transaction is closed or abandoned and that the closing or abandonment of such transaction occurs within one year of the date such agreement creating such consensual encumbrances or consensual restrictions was entered into in connection withinto, (f) any encumbrance or restriction with respect to a Restricted Subsidiary that is a Foreign Subsidiary pursuant to an agreement relating to Indebtedness incurred by such Foreign Subsidiary if the incurrence of such Indebtedness is permitted pursuant to Section 4.03 and, at the time of incurrence of such Indebtedness, and after giving effect 44 38 thereto, the aggregate principal amount of the Indebtedness being incurred, together with all other outstanding Indebtedness of such Foreign Subsidiary incurred pursuant to this clause (f), does not exceed an amount equal to the sum of (x) 80% of the consolidated book value of the accounts receivable of such Foreign Subsidiary and (y) 60% of the consolidated book value of the inventories of such Foreign Subsidiary, or in contemplation of, such entity becoming a Restricted Subsidiary); (cg) consensual encumbrances or consensual any restrictions existing under any agreement that which refinances or replaces any agreement described Indebtedness in clauses (a) and (b) aboveaccordance with the definition of "Refinancing Indebtedness", provided that the terms and conditions of any such restrictions agreement are in the aggregate no not materially less favorable to the holders of the Securities than those under the agreement so refinanced creating or replaced; and (d) customary non-assignment provisions in leases, purchase money financings and any encumbrance or restriction due to applicable lawevidencing the Indebtedness being refinanced.

Limitation on Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to to: (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the Company or a Restricted Subsidiary, (ii) pay make any Indebtedness owed to the Company or a Restricted Subsidiary of the Company; (iii) make loans or advances to the Company or a Restricted Subsidiary of the Company; or (iviii) transfer any of its properties property or assets to the Company Company, except any such encumbrance or restriction under or by reason of (a) applicable law or any applicable rule, regulation or order, (b) this Indenture and the Notes, (c) the Senior Credit Facility or any Floor Plan Financing Facility, (d) secured Indebtedness otherwise permitted to be incurred pursuant to the provisions of Section 4.18 that limit the right of the debtor to dispose of the assets securing such Indebtedness, (e) customary net worth provisions contained in leases and other agreements entered into in the ordinary course of business, (f) customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Company Capital Stock or assets of such Restricted Subsidiary, (each, a "Payment Restriction"), except for (ag) encumbrances or restrictions under Credit Facilities; provided, that any Payment Restrictions thereunder (other than, provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements, (ivh) above, customary restrictions in security agreements or any other loan documents thereunder securing or instrument governing Indebtedness of a Restricted Subsidiary) may be imposed only upon incurred on or after the acceleration of the maturity of the Indebtedness thereunderIssue Date or any refinancing thereof that is incurred in accordance with this 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 PROVIDED that the terms and conditions of encumbrance or restriction contained in any such restrictions are in the aggregate Indebtedness or any such refinancing thereof is no less favorable more restrictive and no more unfavorable to the holders of the Securities Notes than those under that contained in the agreement so refinanced Senior Credit Facility or replacedany Floor Plan Financing Facility as in effect on the Issue Date, (i) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Restricted Subsidiary, (j) Acquired Indebtedness; PROVIDED that (x) such restriction is not applicable to any person, or the properties or assets of any person, other than the person acquired, and (dy) customary non-assignment provisions such Indebtedness is otherwise permitted to be incurred pursuant to Section 4.12 and (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in leases, purchase money financings and any encumbrance or restriction due to applicable lawthe ordinary course of business.

Limitation on Payment Restrictions Affecting Subsidiaries. The Company Except as may be contained in the CITBC Loan Documents, the Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind, on the ability of any Restricted Subsidiary of the Company Borrower to (ia) pay dividends or make any other distributions distribution on its Capital Stock to the Company Borrower or a Restricted any Subsidiary, (iib) pay any Indebtedness owed to the Company Borrower or a Restricted Subsidiary of the Company; any Subsidiary, (iiic) make loans investments in the Borrower or advances to the Company or a Restricted Subsidiary of the Company; any Subsidiary, or (ivd) transfer any of its properties property or assets to the Company Borrower or a Restricted Subsidiary of the Company any Subsidiary, except, in each case (each, a "Payment Restriction"), except for (ai) any encumbrances or restrictions under Credit Facilities; provided, that any Payment Restrictions thereunder (other than, with respect to (iv) above, customary restrictions in security agreements or other loan documents thereunder securing or governing Indebtedness of a Restricted Subsidiary) may be imposed only upon the acceleration of the maturity of the Indebtedness thereunder; (b) consensual encumbrances or consensual restrictions binding upon any a Person at the time such Person becomes a Restricted Subsidiary of the Company (unless the agreement creating such consensual encumbrances encumbrance or consensual restrictions was entered into in connection with, or in contemplation of, such entity becoming a Restricted Subsidiary); (c) consensual , provided that such encumbrances or consensual restrictions under shall not encumber or restrict any assets of the Borrower or its other Subsidiaries other than such Subsidiary, (ii) any encumbrance or restriction pursuant to any customary non-assignment provisions in leases, (iii) any encumbrances or restrictions due to applicable law, (iv) any such encumbrance or restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary or any such encumbrance or restriction referred to in clause (d) above with respect to the assets of a Subsidiary and imposed pursuant to an agreement entered into for the sale of such assets (in either case, so long as such encumbrance or restriction, by its terms, terminates on the earlier of the termination of such agreement or the consummation of such agreement), and (v) any such encumbrance or restriction pursuant to any agreement that refinances amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses (a) i), (ii), and (b) aboveiii), provided that the terms and conditions of any such encumbrances or restrictions are in the aggregate no not materially less favorable to the holders of the Securities Borrower than those under or pursuant to the agreement so refinanced amended, extended, refinanced, renewed or replaced; and (d) customary non-assignment provisions in leases, purchase money financings and any encumbrance or restriction due to applicable law.

Limitation on Payment Restrictions Affecting Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectlycreate, create assume or otherwise cause or suffer to exist or to become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to (ia) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary, Stock; (iib) pay make payments in respect of any Indebtedness Debt owed to the Company or a Restricted Subsidiary any of the Company's Subsidiaries; (iiic) make loans or advances to the Company or a Restricted Subsidiary any of the Company's Subsidiaries; or (ivd) transfer any of its properties or assets property to the Company or a Restricted Subsidiary any of the Company's Subsidiaries other than (i) encumbrances and restrictions included (1) in this Indenture or (2) in any agreement in effect on the date of this Indenture (including without limitation the New Credit Facilities as in effect on the Issue Date) or (3) in any partial or total initial or successive refinancing, refunding or replacement of any agreement referred to in clause (2); provided that any encumbrances or restrictions in any such refinancing, refunding, replacement, amendment, modification or supplement are not materially less favorable to the Company than those in such agreement in effect on the date of this Indenture; (each, a "Payment Restriction"), except for ii) customary provisions contained in agreements with respect to Liens applicable to the assets subject to such Liens; (aiii) encumbrances or restrictions under Credit Facilities; provided, that any Payment Restrictions thereunder (other than, with respect to (iv) above, customary restrictions in security agreements or other loan documents thereunder securing or governing Indebtedness of a Restricted Subsidiary) may be imposed only upon the acceleration of the maturity of the Indebtedness thereunder; (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) aboveCompany, provided that the terms and conditions such encumbrances or restrictions were not incurred in anticipation of any such restrictions are in the aggregate no less favorable to the holders Person becoming a Subsidiary of the Securities than those under Company; or (iv) restrictions applicable to a Receivables Subsidiary arising from a Receivables Transaction. This section will not prevent the agreement so refinanced Company from Incurring or replaced; and (d) customary non-assignment provisions in leases, purchase money financings and suffering to exist any encumbrance or restriction due to applicable lawLien which is permitted by Section 4.18.

Limitation on Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distributions on its Capital Stock to 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 of the Company; (iii) make loans or advances to the Company or a Restricted Subsidiary of the Company; or (iv) transfer any of its properties or assets to the Company or a Restricted Subsidiary of the Company (each, a "Payment Restriction"), except for (a) encumbrances or restrictions under a Bank Credit FacilitiesFacility; provided, that no encumbrance or restriction shall limit the ability of any Payment Restrictions thereunder (other than, with respect Restricted Subsidiary to (iv) above, customary restrictions in security agreements or other loan documents thereunder securing or governing Indebtedness of a Restricted Subsidiary) may be imposed only transfer cash to the Company except upon the acceleration occurrence of an event of default under the maturity of the Indebtedness thereunderBank 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; and (d) customary non-assignment provisions in leases, purchase money financings and any encumbrance or restriction due to applicable law.consensual

Limitation on Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to(other than any Unrestricted Subsidiary), directly or indirectly, to create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or consensual restriction of any kind (i) on the ability of any Restricted Subsidiary of the Company (other than any Unrestricted Subsidiary) to (ia) 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 Restricted Subsidiaryany Subsidiary or any of their respective subsidiaries, (ii) pay or make payments on any Indebtedness owed to the Company or a Restricted any Subsidiary or any of the Company; their respective subsidiaries, (iiib) make loans or advances to the Company or a Restricted Subsidiary any of the Company; or its Subsidiaries, (ivc) transfer any of its properties or assets their respective property to the Company or a Restricted Subsidiary any of its Subsidiaries or (ii) on the ability of the Company or any of its Subsidiaries (eachother than an Unrestricted Subsidiary) to receive or retain any such (x) dividends, payments or distributions, (y) loans or advances or (z) transfer of property (any such restriction being referred to herein as a "Payment Restriction"), except for (a) such encumbrances or restrictions existing under Credit Facilities; provided, that any Payment Restrictions thereunder or by reason of (other than, with respect to (ivA) above, customary restrictions agreements in security agreements or other loan documents thereunder securing or governing Indebtedness of a Restricted Subsidiary) may be imposed only upon the acceleration effect as of the maturity Issue Date, (B) applicable laws, (C) this Indenture or the Indenture governing the New Notes, (D) customary provisions restricting subletting or assignment of the Indebtedness thereunder; (b) consensual encumbrances or consensual restrictions binding upon any Person at the time such Person becomes lease governing a Restricted Subsidiary leasehold interest of the Company or any of the Subsidiaries, (unless E) Acquired Indebtedness incurred in accordance with this Indenture; provided that such encumbrance or restriction in respect of such Acquired Indebtedness is not applicable to any Person, or the agreement creating property of any Person, other than the Person, or the property of the Person, so acquired whether or not such consensual encumbrances or consensual restrictions Acquired Indebtedness was entered into incurred in connection withwith or anticipation of such acquisition, (F) the Revolving Credit Facility or in contemplation of, such entity becoming a Restricted Subsidiary); (cG) consensual encumbrances or consensual restrictions under any agreement that refinances effecting a renewal, refunding, refinancing or replaces any agreement described extension of Indebtedness referred to in clauses clause (aA), (E) and or (bF) above, ; provided that the terms and conditions of any provisions contained in such restrictions are in the aggregate no less favorable renewal, refunding, refinancing or extension relating to the holders of the Securities than those under the agreement so refinanced or replaced; and (d) customary non-assignment provisions in leases, purchase money financings and any such encumbrance or restriction due to applicable law.are no more restrictive in any material respect than the provisions contained in the agreement that is the subject thereof. SECTION 112. Section 4.16 of the Indenture is amended by deleting such Section therefrom in its entirety and replacing such Section with the following:

Limitation on Payment Restrictions Affecting Subsidiaries. The Company will Publishing and Parent shall not, and will shall not permit any of its Restricted their Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist exist, or allow to become effective any consensual encumbrance or consensual restriction on the ability Payment Restriction with respect to any of any Restricted Subsidiary of the Company to its Subsidiaries, except for (i) pay dividends 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 any present or make any other distributions on its Capital Stock to the Company or a Restricted future Subsidiary, (b) this Indenture, (c) secured Indebtedness otherwise permitted to be incurred 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) pay customary provisions restricting subletting, transfer or assignment of any Indebtedness owed to the Company lease or agreement entered into by a Restricted Subsidiary of Parent or the Companyassets (other than cash) subject thereto; (iii) make loans customary pre-closing restrictions with respect to a Subsidiary of Parent pursuant to an agreement that has been entered into for the sale or advances to the Company disposition of all or a Restricted Subsidiary portion of the CompanyCapital Stock or assets of such Subsidiary; or and (iv) transfer any of its properties restrictions contained in Indebtedness incurred to refinance, refund, extend or assets renew Indebtedness referred to in clause (i) above or amendments to the Company or a Restricted Subsidiary of the Company Indebtedness referred to in clause (each, a "Payment Restriction"), except for (a) encumbrances or restrictions under Credit Facilities; provided, that any Payment Restrictions thereunder (other than, with respect to (ivi) above, customary restrictions in security agreements or other loan documents thereunder securing or governing Indebtedness of a Restricted Subsidiary) may be imposed only upon the acceleration of the maturity of the Indebtedness thereunder; (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 Payment Restrictions contained therein are not any such restrictions are in the aggregate no less favorable to the holders of the Securities more restrictive than those under the agreement so refinanced provided for in such Indebtedness being refinanced, refunded, extended or replaced; and (d) customary non-assignment provisions in leases, purchase money financings and any encumbrance or restriction due to applicable lawrenewed.

Limitation on Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distributions on its Capital Stock to 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 of the Company; (iii) make loans or advances to the Company or a Restricted Subsidiary of the Company; or (iv) transfer any of its properties or assets to the Company or a Restricted Subsidiary of the Company (each, a "Payment Restriction"), except for (a) encumbrances or restrictions under a Bank Credit FacilitiesFacility; provided, that any Payment Restrictions thereunder (other than, with respect to (iv) above, customary restrictions in security agreements or other loan documents thereunder securing or governing Indebtedness of a Restricted Subsidiary) may be imposed only upon the acceleration of the maturity of the Indebtedness thereunder; (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; and (d) customary non-assignment provisions in leases, purchase money financings and any encumbrance or restriction due to applicable law.

Limitation on Payment Restrictions Affecting Subsidiaries. The Company Partnership will not, and nor will not permit any of its Restricted the Subsidiaries be permitted to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted the Partnership or such Subsidiary of the Company to (ia) pay dividends or make any other distributions on its the Partnership's Equity Interests or such Subsidiary's Capital Stock to the Company or a Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company Partnership or a Restricted Subsidiary of the Company; any other Subsidiary, (iiib) make any loans or advances to the Company Partnership or a Restricted any other Subsidiary of the Company; or (ivc) transfer any of its properties property or assets to the Company Partnership or a Restricted Subsidiary of the Company (each, a "Payment Restriction")any other Wholly-owned Subsidiary, except for (ai) encumbrances or restrictions under Credit Facilities; provided, that any Payment Restrictions thereunder (other thanrestrictions, with respect to (iv) abovea Subsidiary that is not a Subsidiary on the date of this Indenture, customary restrictions in security agreements or other loan documents thereunder securing or governing Indebtedness of a Restricted Subsidiary) may be imposed only upon the acceleration of the maturity of the Indebtedness thereunder; (b) consensual encumbrances or consensual restrictions binding upon any Person existence at the time such Person becomes a Restricted Subsidiary of the Company Partnership (unless the but not created in contemplation of such Person becoming a Subsidiary), (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement creating such consensual encumbrances or consensual restrictions was which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (iii) any encumbrance or restriction pursuant to an agreement in connection witheffect at or entered into on the date of this Indenture, or in contemplation of, such entity becoming a Restricted Subsidiary); and (civ) consensual encumbrances or consensual any restrictions existing under any agreement that which refinances or replaces any agreement described the agreements containing the restrictions in clauses (ai), (ii) and (b) aboveiii), provided that the terms and conditions of any such restrictions agreement are in the aggregate no less favorable to the holders of the Securities Senior Notes than those under or pursuant to the agreement so refinanced or replaced; and (d) customary non-assignment provisions in leases, purchase money financings and any encumbrance or restriction due to applicable lawevidencing the Indebtedness refinanced.

Limitation on Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to(other than any Unrestricted Subsidiary), directly or indirectly, to create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or consensual restriction of any kind (i) on the ability of any Restricted Subsidiary of the Company (other than any Unrestricted Subsidiary) to (ia) 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 Restricted Subsidiaryany Subsidiary or any of their respective subsidiaries, (ii) pay or make payments on any Indebtedness owed to the Company or a Restricted any Subsidiary or any of the Company; their respective subsidiaries, (iiib) make loans or advances to the Company or a Restricted Subsidiary any of the Company; or its Subsidiaries, (ivc) transfer any of its properties or assets their respective property to the Company or a Restricted Subsidiary any of its Subsidiaries or (ii) on the ability of the Company or any of its Subsidiaries (eachother than an Unrestricted Subsidiary) to receive or retain any such (x) dividends, payments or distributions, (y) loans or advances or (z) transfer of property (any such restriction being referred to herein as a "Payment Restriction"), except for (a) such encumbrances or restrictions existing -------------------- under Credit Facilities; provided, that any Payment Restrictions thereunder or by reason of (other than, with respect to (ivA) above, customary restrictions agreements in security agreements or other loan documents thereunder securing or governing Indebtedness of a Restricted Subsidiary) may be imposed only upon the acceleration effect as of the maturity Issue Date, (B) applicable laws, (C) this Indenture or the indenture governing the 1994 Notes, (D) customary provisions restricting subletting or assignment of the Indebtedness thereunder; (b) consensual encumbrances or consensual restrictions binding upon any Person at the time such Person becomes lease governing a Restricted Subsidiary leasehold interest of the Company or any of the Subsidiaries, (unless E) Acquired Indebtedness incurred in accordance with this Indenture, provided that -------- such encumbrance or restriction in respect of such Acquired Indebtedness is not applicable to any Person, or the agreement creating property of any Person, other than the Person, or the property of the Person, so acquired whether or not such consensual encumbrances or consensual restrictions Acquired Indebtedness was entered into incurred in connection withwith or anticipation of such acquisition, (F) the Revolving Credit Facility or in contemplation of, such entity becoming a Restricted Subsidiary); (cG) consensual encumbrances or consensual restrictions under any agreement that refinances effecting a renewal, refunding, refinancing or replaces any agreement described extension of Indebtedness referred to in clauses clause (aA), (E) and or (bF) above, provided that the terms and conditions of any provisions contained in such restrictions are in the aggregate no less favorable -------- renewal, refunding, refinancing or extension relating to the holders of the Securities than those under the agreement so refinanced or replaced; and (d) customary non-assignment provisions in leases, purchase money financings and any such encumbrance or restriction due to applicable laware no more restrictive in any material respect than the provisions contained in the agreement that is the subject thereof.

Limitation on Payment Restrictions Affecting Subsidiaries. The Company will and the Guarantor shall not, and will shall not permit any of its Restricted their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distributions on its Capital Stock to Stock, or any other interest or participation in or measured by its profits owned by the Company or the Guarantor or a Restricted SubsidiarySubsidiary of the Company or the Guarantor, (ii) pay any Indebtedness owed to the Company or the Guarantor or a Restricted Subsidiary of the CompanyCompany or the Guarantor; (iii) make loans or advances to the Company or the Guarantor or a Restricted Subsidiary of the CompanyCompany or the Guarantor, except for such loans or advances in the ordinary course of business and to the Company and to the Guarantor; or (iv) transfer any of its properties or assets to the Company or the Guarantor or a Restricted Subsidiary of the Company or the Guarantor (each, a "Payment Restriction"), except for (aA) encumbrances or restrictions under Credit Facilities; provided, that any Payment Restrictions thereunder (other than, with respect to (iv) above, customary restrictions Senior Indebtedness in security agreements or other loan documents thereunder securing or governing Indebtedness of a Restricted Subsidiary) may be imposed only upon effect on the acceleration of the maturity of the Indebtedness thereunderIssue Date; (bB) consensual encumbrances or consensual restrictions binding upon any Person at the time such Person becomes a Restricted Subsidiary of the Company or the Guarantor (unless the agreement creating such consensual encumbrances encumbrance or consensual restrictions was entered into in connection with, or in contemplation of, such entity becoming a Restricted Subsidiary); (cC) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Subsidiary; (D) customary restrictions in security agreements or mortgages securing Indebtedness of a Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements and mortgages; (E) customary restrictions in purchase money obligations for property acquired in the ordinary course of business restricting the transfer of the property acquired thereby; (F) consensual encumbrances or consensual restrictions under any agreement that refinances or replaces any agreement described in clauses (aA), (B), (C), (D) and or (bE) above, provided that the terms and conditions of any such restrictions are in the aggregate no less favorable to the holders of the Securities Notes than those under the agreement so refinanced or replaced; and (dG) customary non-assignment provisions in leases, purchase money financings and any encumbrance or restriction due to applicable law.

Limitation on Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distributions on its Capital Stock to 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 of the Company; (iii) make loans or advances to the Company or a Restricted Subsidiary of the Company; or (iv) transfer any of its properties or assets to the Company or a Restricted Subsidiary of the Company (each, a "Payment Restriction"), except for (a) encumbrances or restrictions under a Bank Credit FacilitiesFacility; provided, that no encumbrance or restriction shall limit the ability of any Payment Restrictions thereunder (other than, with respect Subsidiary to (iv) above, customary restrictions in security agreements or other loan documents thereunder securing or governing Indebtedness of a Restricted Subsidiary) may be imposed only transfer cash to the Company except upon the acceleration occurrence of an event of default under the maturity of the Indebtedness thereunderBank 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 comtemplation 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; and (d) customary non-assignment provisions in leases, purchase money financings and any encumbrance or restriction due to applicable law.

Limitation on Payment Restrictions Affecting Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to(other than any Unrestricted Subsidiary), directly or indirectly, to create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or consensual restriction of any kind (i) on the ability of any Restricted Subsidiary of the Company (other than any Unrestricted Subsidiary) to (ia) 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 Restricted Subsidiaryany Subsidiary or any of their respective subsidiaries, (ii) pay or make payments on any Indebtedness owed to the Company or a Restricted any Subsidiary or any of the Company; their respective subsidiaries, (iiib) make loans or advances to the Company or a Restricted Subsidiary any of the Company; or its Subsidiaries, (ivc) transfer any of its properties or assets their respective property to the Company or a Restricted Subsidiary any of its Subsidiaries or (ii) on the ability of the Company or any of its Subsidiaries (eachother than an Unrestricted Subsidiary) to receive or retain any such (x) dividends, payments or distributions, (y) loans or advances or (z) transfer of property (any such restriction being referred to herein as a "Payment Restriction"), except ------------------- for (a) such encumbrances or restrictions existing under Credit Facilities; provided, that any Payment Restrictions thereunder or by reason of (other than, with respect to (ivA) above, customary restrictions agreements in security agreements or other loan documents thereunder securing or governing Indebtedness of a Restricted Subsidiary) may be imposed only upon the acceleration effect as of the maturity Issue Date, (B) applicable laws, (C) this Indenture or the Indenture governing the New Notes, (D) customary provisions restricting subletting or assignment of the Indebtedness thereunder; (b) consensual encumbrances or consensual restrictions binding upon any Person at the time such Person becomes lease governing a Restricted Subsidiary leasehold interest of the Company or any of the Subsidiaries, (unless E) Acquired Indebtedness incurred in accordance with this Indenture; provided that such -------- encumbrance or restriction in respect of such Acquired Indebtedness is not applicable to any Person, or the agreement creating property of any Person, other than the Person, or the property of the Person, so acquired whether or not such consensual encumbrances or consensual restrictions Acquired Indebtedness was entered into incurred in connection withwith or anticipation of such acquisition, (F) the Revolving Credit Facility or in contemplation of, such entity becoming a Restricted Subsidiary); (cG) consensual encumbrances or consensual restrictions under any agreement that refinances effecting a renewal, refunding, refinancing or replaces any agreement described extension of Indebtedness referred to in clauses clause (aA), (E) and or (bF) above, ; provided that the terms and conditions of any provisions -------- contained in such restrictions are in the aggregate no less favorable renewal, refunding, refinancing or extension relating to the holders of the Securities than those under the agreement so refinanced or replaced; and (d) customary non-assignment provisions in leases, purchase money financings and any such encumbrance or restriction due to applicable laware no more restrictive in any material respect than the provisions contained in the agreement that is the subject thereof.