Common use of Limitation on Restrictions on Distributions from Restricted Subsidiaries Clause in Contracts

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (a) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness owed to the Company or a Restricted Subsidiary, (b) to make any loans or advances to the Company or a Restricted Subsidiary or (c) to transfer any of its property or assets to the Company or a Restricted Subsidiary, except: (i) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other agreement in effect on the Issue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred 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; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv) any such 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; (v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (vi) 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 in compliance with the terms of this Indenture pending the closing of such sale or disposition.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company BZ Holdings shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries (other than the Issuers) to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) to pay dividends or make any other distributions on its Capital Stock to BZ Holdings or any Restricted Subsidiary or pay any Indebtedness owed to the Company BZ Holdings or a any Restricted Subsidiary, (b) to make any loans or advances to the Company BZ Holdings or a any Restricted Subsidiary or (c) to transfer any of its property or assets to the Company BZ Holdings or a any Restricted Subsidiary, except: : (i1) any encumbrance or restriction arising pursuant to the terms of this Indenture or the Notes, as the same may be amended or modified; (2) any encumbrance or restriction pursuant to an agreement in the Priority Lien Credit Agreement effect at or Note Documents entered into on the Issue Date or pursuant to any other agreement in effect on (including the Issue Date; Credit Agreements); (ii3) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred or Capital Stock issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company BZ Holdings or any Restricted Subsidiary (other than Indebtedness Incurred or Capital Stock issued 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 CompanyBZ Holdings or any Restricted Subsidiary) and outstanding on such date; ; (iii4) any encumbrance or restriction pursuant to an agreement effecting a Refinancing arising by reason of Indebtedness Incurred pursuant to an agreement referred to applicable law, rule, regulation or order; (5) restrictions on cash, cash equivalents, Temporary Cash Investments or other deposits or net worth imposed under contracts entered into in clause the ordinary course of business, including such restrictions imposed by customers or insurance, surety or bonding companies; (i) or (ii) of this Section 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv6) any such 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; (v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (vi) 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 in compliance with the terms of this Indenture pending the closing of such sale or disposition; (7) any encumbrance or restriction consisting of customary nonassignment provisions in leases or licenses to the extent such provisions impose restrictions of the type described in clause (c) above on the property leased or licensed thereunder; (8) any encumbrance or restriction contained in security agreements or mortgages (or any related credit agreements, indentures, notes, note purchase agreements or similar agreements) securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages; (9) customary restrictions under Purchase Money Indebtedness Incurred in compliance with Section 4.03; (10) customary provisions in joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such joint venture or similar Person; (11) any encumbrance or restriction contained in contracts entered into in the ordinary course of business, not relating to Indebtedness and that do not, individually or in the aggregate, detract from the value of the assets of BZ Holdings or any of its Restricted Subsidiaries in any material respect; (12) any encumbrance or restriction contained in any Indebtedness Incurred by a Foreign Subsidiary in compliance with this Indenture that applies only to such Foreign Subsidiary; and (13) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (12) above or this clause (13); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of an Officer, not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in the dividend or other restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (a1) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company (it being understood that the priority of any Preferred Stock in receiving dividend or liquidating distributions prior to the dividends or liquidating distributions being paid on common stock shall not be deemed a Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock); (b2) to make any loans or advances to the Company (it being understood that the subordination of loans or a advances made to the Company to other Indebtedness Incurred by any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (c3) to transfer any of its property or assets to the Company (it being understood that such transfers shall not include any type of transfer described in clause (1) or a Restricted Subsidiary(2) above), except: : (iA) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other agreement (i) applicable law, rule, regulation or order or (ii) an agreement, including without limitation the Existing Credit Agreement, in effect at or entered into on the Issue Date; ; (iiB) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or any Restricted Subsidiary (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; ; (iiiC) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (iA) or (iiB) of this Section 4.06 4.08 or this clause (iiiC) or contained in any amendment to an agreement referred to in clause (iA) or (iiB) of this Section 4.06 4.08 or this clause (iiiC); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing Refinancing agreement or amendment amendment, taken as a whole, are no not materially less favorable (as determined in good faith by the Company) to the Securityholders Holders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; ; (iv) any such 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; (vD) in the case of clause (c3), any encumbrance or restriction (i) abovethat restricts in a customary manner the subletting, restrictions assignment or transfer of any property or asset that is a lease, license or similar contract; (ii) contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages; or (iii) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that does not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary thereof in any manner material to the Company or any Restricted Subsidiary thereof; (viE) any encumbrance or restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (F) with respect to a Restricted Subsidiary Subsidiary, any encumbrance or restriction 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 Restricted Subsidiary in compliance with the terms of this Indenture pending the closing of such sale or disposition; (G) provisions limiting the disposition or distribution of assets or property or assignment in joint venture agreements, asset sale agreements, leases, intellectual property licenses, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (H) any encumbrance or restriction existing under, by reason of or with respect to Indebtedness Incurred by any Restricted Subsidiary permitted to be Incurred under Section 4.09, provided that the Board of Directors (as evidenced by a Board Resolution) determines in good faith at the time such Indebtedness is Incurred that such encumbrance or restriction would not impair the ability of the Company to make payments of interest and principal on the Notes when due; (I) existing under, by reason of or with respect to Indebtedness Incurred by Foreign Subsidiaries permitted to be Incurred under Section 4.09; (J) any encumbrance or restriction pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 4.09(b)(8); provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith; (K) any Permitted Lien or any document or instrument governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien; (L) existing by reason of any contractual obligation that is reasonably determined by the Company not to materially adversely affect the ability of the Company to perform its obligations under this Indenture, the Notes, or the Exchange Notes; or (M) existing by reason of this Indenture, the Notes, the Exchange Notes or the Note Guarantees.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company Issuer shall not, and shall 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 to: (a1) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company Issuer or a any Restricted Subsidiary, ; (b2) to make any loans or advances to the Company Issuer or a any Restricted Subsidiary or Subsidiary; or (c3) to transfer any of its property or assets to the Company Issuer or a any Restricted Subsidiary, except: . (b) The provisions of Section 4.8(a) will not prohibit: (i) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to this Indenture, the Time Warner Credit Facilities or any other agreement in effect on the Issue Date; ; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary or its property or assets in existence on or prior to before the date on which such Restricted Subsidiary or its property or assets was acquired (directly or indirectly) by the Company Issuer (other than encumbrances or restrictions relating to Indebtedness Incurred 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 CompanyIssuer or in contemplation of the transaction) and outstanding on such date; ; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a Refinancing refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i) or (ii) of this Section 4.06 4.8(b) or this clause (iii) or contained in any amendment to an agreement relating to any Indebtedness referred to in clause (i) or (ii) of this Section 4.06 4.8(b) or this clause (iii); provided, however, that any such restrictions contained in any such amendments or any agreement effecting refunding, replacement or refinancing referred to above, are not materially more restrictive taken as a whole than the encumbrances and restrictions with respect contained in the agreements relating to the Indebtedness referred to in clauses (i) or (ii) of this Section 4.8(b) in existence on the Issue Date or the date such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such became a Restricted Subsidiary contained in such agreements; Subsidiary, whichever is applicable; (iv) any such 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; (v) in the case of clause (c3) aboveof Section 4.8(a), restrictions any encumbrance or restriction: (a) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract; (b) contained in mortgages, pledges or other security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to under this Indenture to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; or (c) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Issuer or mortgages; any Restricted Subsidiary; (a) purchase money obligations for property acquired in the ordinary course of business and (b) Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of Section 4.8(a) on the property so acquired; (vi) any restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary in compliance with (or the terms of this Indenture property or assets that are subject to such restriction) pending the closing of such sale or disposition; (vii) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order, including applicable corporate law restrictions on the payment of dividends; (viii) net worth provisions in leases and other agreements entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business; and (ix) any encumbrance or restriction in any agreement or instrument relating to Indebtedness of the Issuer or a Restricted Subsidiary permitted to be incurred after the Issue Date under Section 4.3 if the encumbrances or restrictions contained in the relevant agreement, taken as a whole, are not materially more disadvantageous to the Note holders than is customary in comparable financings or agreements (for which a determination in good faith by the Board of Directors shall be conclusive) and either (a) the Board of Directors has determined in good faith that such encumbrance or restriction will not materially affect the Issuer’s ability to make payments of principal, interest and Additional Amounts on the Notes when they become due and payable or (b) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries 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 to: (a1) to pay dividends or make any other distributions in cash or otherwise on its Capital Stock to the Issuer or any Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company Issuer or a any Restricted Subsidiary, ; (b2) to make any loans or advances to the Company Issuer or a any Restricted Subsidiary Subsidiary; or (3) sell, lease or (c) to transfer any of its property or assets to the Company Issuer or a any Restricted Subsidiary, except: provided that (ix) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Issuer or any Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any Restricted Subsidiary, or any prohibition on securing such loans or advances made to the Issuer or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction. (b) Section 4.07(a) will not prohibit: (1) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any Credit Facility or any other agreement or instrument, in each case, in effect at or entered into on the Issue Combination Date, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Combination Date (iias determined in good faith by the Issuer); (2) [Reserved]; (3) encumbrances or restrictions existing under or by reason of this Indenture, the Notes, the New Senior Guaranteed Notes, the New Senior Guaranteed Notes Indenture, the Existing Notes, the Existing Notes Indentures, the Existing Cablevision Notes, the Existing Cablevision Notes Indentures, the Legacy Cequel Senior Notes, the Legacy Cequel Senior Notes Indentures, the Senior Secured Facilities, the guarantees thereof and the Senior Secured Facilities Security Documents; (4) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement or instrument of a Person or relating to any Capital Stock or Indebtedness Incurred by such Restricted Subsidiary of a Person, entered into on or prior to before the date on which (i) such Restricted Subsidiary Person was acquired by or merged, consolidated or otherwise combined with or into the Company Issuer or any Restricted Subsidiary, (ii) such agreement or instrument is assumed by the Issuer or any Restricted Subsidiary in connection with an acquisition of assets or (iii) such Person became a Restricted Subsidiary (in each case, other than Capital Stock or Indebtedness Incurred 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 Person became a Restricted Subsidiary or was acquired by the CompanyIssuer or was merged, consolidated or otherwise combined with or into the Issuer or any Restricted Subsidiary) and outstanding on such date; provided that, for the purposes of this clause (iii4), if another Person is the Successor Company, or any Subsidiary thereof, any agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by the Issuer or any Restricted Subsidiary when such Person becomes the Successor Company; (5) any encumbrance or restriction pursuant to an agreement or instrument effecting a Refinancing refunding, replacement or refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces an agreement or instrument referred to in clauses (1), (3), (4) or (5) of this Section 4.07(b) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an agreement referred to in clause clauses (i1), (3), (4) or (ii5) of this Section 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii4.07(b); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment instrument are no less favorable in any material respect to the Securityholders Holders taken as a whole than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in the Initial Agreement or Initial Agreements to which such agreements; refinancing or amendment, supplement or other modification relates (ivas determined in good faith by the Issuer); (6) any such encumbrance or restriction consisting of restriction: (A) that restricts in a customary nonassignment provisions in leases governing leasehold interests to manner the extent such provisions restrict the subletting, assignment or transfer of the lease any property or asset that is subject to a lease, license or similar contract, or the property leased thereunder; assignment or transfer of any lease, license or other contract; (vB) in the case of clause (c) above, restrictions contained in mortgages, pledges or other security agreements permitted under this Indenture or mortgages securing Indebtedness of the Issuer or a Restricted Subsidiary permitted to be Incurred pursuant to under this Indenture to the extent such encumbrances or restrictions restrict the transfer of the property or assets subject to such mortgages, pledges or other security agreements; (C) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Issuer or mortgagesany Restricted Subsidiary; and or (viD) pursuant to the terms of any license, authorization, concession or permit; (7) any encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions on the property so acquired or any encumbrance or restriction pursuant to a joint venture agreement that imposes restrictions on the transfer of the assets of the joint venture; (8) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of such Restricted Subsidiary in compliance with (or the terms of this Indenture property or assets that are subject to such restriction) pending the closing of such sale or disposition; (9) customary provisions in leases, licenses, joint venture agreements and other similar agreements and instruments entered into in the ordinary course of business; (10) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation, governmental license or order, or required by any regulatory authority or stock exchange; (11) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (12) any encumbrance or restriction pursuant to Currency Agreements, Interest Rate Agreements or Commodity Hedging Agreements; (13) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the Combination Date pursuant to Section 4.04 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than (i) the encumbrances and restrictions contained in the Senior Secured Facilities on the Combination Date, together with the security documents associated therewith, if any, as in effect on or immediately prior to the Completion Date or (ii) is customary in comparable financings (as determined in good faith by the Issuer) and where, in the case of clause (ii), the Issuer determines at the time of issuance of such Indebtedness that such encumbrances or restrictions (x) will not adversely affect, in any material respect, the Issuer’s ability to make principal or interest payments on the Notes as and when they become due or (y) such encumbrances and restrictions apply only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (14) any encumbrance or restrictions arising in connection with any Purchase Money Note, other Indebtedness or a Qualified Receivables Financing that, in the good faith determination of an Officer or the Board of Directors of the Issuer, are necessary or advisable to effect such Qualified Receivables Financing; or (15) any encumbrance or restriction existing by reason of any Lien permitted under Section 4.06.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company BZ Holdings shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries (other than the Issuers) to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (a) to pay dividends or make any other distributions on its Capital Stock to BZ Holdings or any Restricted Subsidiary or pay any Indebtedness owed to the Company BZ Holdings or a any Restricted Subsidiary, (b) to make any loans or advances to the Company BZ Holdings or a any Restricted Subsidiary or (c) to transfer any of its property or assets to the Company BZ Holdings or a any Restricted Subsidiary, except: : (i1) any encumbrance or restriction arising pursuant to the terms of this Indenture or the Notes, as the same may be amended or modified; (2) any encumbrance or restriction pursuant to an agreement in the Priority Lien Credit Agreement effect at or Note Documents entered into on the Issue Date or pursuant to any other agreement in effect on (including the Issue Date; Credit Agreement); (ii3) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred or Capital Stock issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company BZ Holdings or any Restricted Subsidiary (other than Indebtedness Incurred or Capital Stock issued 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 CompanyBZ Holdings or any Restricted Subsidiary) and outstanding on such date; ; (iii4) any encumbrance or restriction pursuant to an agreement effecting a Refinancing arising by reason of Indebtedness Incurred pursuant to an agreement referred to applicable law, rule, regulation or order; (5) restrictions on cash, cash equivalents, Temporary Cash Investments or other deposits or net worth imposed under contracts entered into in clause the ordinary course of business, including such restrictions imposed by customers or insurance, surety or bonding companies; (i) or (ii) of this Section 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv6) any such 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; (v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (vi) 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 in compliance with the terms of this Indenture pending the closing of such sale or disposition; (7) any encumbrance or restriction consisting of customary nonassignment provisions in leases or licenses to the extent such provisions impose restrictions of the type described in clause (c) above on the property leased or licensed thereunder; (8) any encumbrance or restriction contained in security agreements or mortgages (or any related credit agreements, indentures, notes, note purchase agreements or similar agreements) securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages; (9) customary restrictions under Purchase Money Indebtedness Incurred in compliance with Section 4.03; (10) customary provisions in joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such joint venture or similar Person; (11) any encumbrance or restriction contained in contracts entered into in the ordinary course of business, not relating to Indebtedness and that do not, individually or in the aggregate, detract from the value of the assets of BZ Holdings or any of its Restricted Subsidiaries in any material respect; (12) any encumbrance or restriction contained in any Indebtedness Incurred by a Foreign Subsidiary in compliance with this Indenture that applies only to such Foreign Subsidiary; and (13) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (12) above or this clause (13); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of an Officer, not materially more restrictive, taken as a whole, with respect to such dividend and other restrictions than those contained in the dividend or other restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (a) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness owed to the Company or a Restricted Subsidiary, (b) to make any loans or advances to the Company or a Restricted Subsidiary or (c) to transfer any of its property or assets to the Company or a Restricted Subsidiary, except: (i) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other an agreement in effect on the Issue DateDate (including without limitation, the Credit Agreement); (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or became a Restricted Subsidiary of the Company (other than Indebtedness Incurred 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; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i) or (ii) of this Section 4.06 covenant or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 covenant or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv) any such 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; (v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (vi) 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 in compliance with the terms of this Indenture pending the closing of such sale or disposition; (vii) any encumbrance or restriction in any agreement or instrument in the Existing Receivables Facility and in connection with a Qualified Receivables Transaction; and (viii) any encumbrances or restrictions imposed by any amendments, restatements, modifications, renewals or refinancings (regardless of whether the principal amount of underlying Indebtedness is increased or decreased) of the contracts, instruments or obligations referred to in clauses (i) through (vi) above; provided that such amendments or refinancings are, in the good faith judgment of the Company’s Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company or a Restricted SubsidiaryCompany, (b) to make any loans or advances to the Company or a Restricted Subsidiary or (c) to transfer any of its property or assets to the Company or a Restricted SubsidiaryCompany, except: : (i) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date or in connection with the Acquisition on the terms described in the Priority Lien Credit Agreement Offering Memorandum and any encumbrance or Note Documents on the Issue Date or restriction pursuant to any other agreement in effect on the Issue Date; governing Bank Indebtedness; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, 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 otherwise acquired by the Company) and outstanding on such date; ; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (ic)(i) or (iic)(ii) of this Section 4.06 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (ic)(i) or (iic)(ii) of this Section 4.06 4.05 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing Refinancing agreement or amendment amendment, taken as a whole, are no not materially less favorable to the Securityholders Holders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; ; (iv) any such 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; (v) in the case of clause (c), any encumbrance or restriction (1) abovethat restricts in a customary manner the subletting, restrictions assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (2) contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages; and agreements; (viv) any restriction with respect to a Restricted Subsidiary Subsidiary, any restriction 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 in compliance with the terms of this Indenture pending the closing of such sale or disposition; and (vi) customary provisions in joint venture agreements; provided, however, that (1) such encumbrance or restriction is applicable only to such Restricted Subsidiary, (2) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements and (3) the Company reasonably determines that any such encumbrance or restriction will not materially affect the ability of the Issuers to make any anticipated principal or interest payments on the Securities.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (a1) to pay dividends dividends, in cash or otherwise, or make any other distributions on its Capital Stock or pay any Indebtedness Debt or other obligation owed to the Company or a any other Restricted Subsidiary, Subsidiary of the Company; (b2) to make any loans or advances to the Company or a any other Restricted Subsidiary or of the Company; or (c3) to transfer any of its property or assets to the Company or a any other Restricted Subsidiary, except: Subsidiary of the Company. (ib) The foregoing limitations shall not apply to: (1) any encumbrance or restriction pursuant to an agreement in the Priority Lien Credit Agreement effect at or Note Documents entered into on the Issue Date (including, without limitation, under any Credit Facilities, related Hedging Obligations and Cash Management Services), and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or pursuant to any other agreement refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable, taken as a whole, than those contained in such agreements as in effect on the Issue Date, as determined in good faith by the senior management or Board of Directors of the Company; (2) any encumbrance or restriction existing under or by reason of Debt Incurred pursuant to Sections 4.08 and 4.10; provided that (x) either (i) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or a default with respect to a financial covenant contained in such Debt or agreement or (ii) the Company determines at the time any such Debt is Incurred (or, in the case of any such Debt under a revolving Credit Facility, at the time such revolving Credit Facility is established), and at the time of any modification of the terms of any such encumbrance or restriction, that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes and any other Debt that is an obligation of the Company and (y) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings or agreements (as determined by senior management or the Board of Directors of the Company in good faith at the time any such Debt is Incurred (or, in the case of any such Debt under a revolving Credit Facility, at the time such revolving Credit Facility is established), and at the time of any modification of the terms of any such encumbrance or restriction); (3) any encumbrance or restriction with respect to a Restricted Subsidiary of the Company pursuant to an agreement relating to any Indebtedness Debt Incurred or Preferred Stock issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company (or any other Restricted Subsidiary of the Company and outstanding on such date, other than Indebtedness Debt Incurred or Preferred Stock issued 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 of the Company or was acquired by the Company or any other Restricted Subsidiary of the Company) and outstanding on such date; ; (iii4) any encumbrance or restriction with respect to a Restricted Subsidiary of the Company pursuant to an agreement evidencing Debt Incurred or Preferred Stock issued without violation of this Indenture or effecting a Refinancing refinancing of Indebtedness Debt Incurred or Preferred Stock issued pursuant to an agreement referred to in clause Section 4.12(b)(1), (i2) or (ii3) of or this Section 4.06 or this clause (iii4.12(b)(4) or contained in any amendment to an agreement referred to in clause Section 4.12(b)(1), (i2) or (ii3) of or this Section 4.06 or this clause (iii4.12(b)(4); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement, refinancing agreement or amendment amendment, taken as a whole, are no not materially less favorable to the Securityholders Holders, as determined in good faith by the senior management or Board of Directors of the Company, than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv) any such encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests those existing immediately prior to the extent entry into such provisions restrict the transfer of the lease agreement, refinancing agreement or the property leased thereunder; amendment; (v5) in the case of clause Section 4.12(a)(3), any encumbrance or restriction: (ci) abovethat restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or contract or similar property or asset or the assignment of any such lease, license or other contract; (ii) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any of its Restricted Subsidiaries not otherwise prohibited by this Indenture; (iii) that is included in a licensing agreement to the extent such restrictions limit the transfer of the property subject to such licensing agreement; (iv) arising or agreed to in the ordinary course of business and that does not, individually or in the aggregate, detract from the value of property or assets of the Company or any of its Restricted Subsidiaries in any manner material to the Company or any such Restricted Subsidiary as determined in good faith by senior management or the Board of Directors of the Company; and (v) contained in security agreements agreements, mortgages or mortgages similar documents securing Indebtedness Debt of a Restricted Subsidiary permitted to be Incurred pursuant to of the Company incurred in accordance with this Indenture to the extent such those encumbrances or restrictions restrict the transfer of the property subject to such security agreements or mortgages; and agreements; (vi6) any restriction with respect to a Restricted Subsidiary of the Company or any of its properties or assets 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 in compliance with the terms of this Indenture (whether by stock sale, asset sale, merger, consolidation or otherwise) pending the closing of such sale or disposition; (7) encumbrances or restrictions arising or existing by reason of applicable law, regulation or order; (8) any encumbrance or restriction under Capitalized Lease Obligations and purchase money obligations for property leased or acquired in the ordinary course of business that impose encumbrances or restrictions of the nature described in Section 4.12(a)(3) on the property so leased or acquired; (9) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating solely to joint ventures; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (11) restrictions created in connection with any Receivables Facility that, in the good faith determination of senior management or the Board of Directors of the Company, are necessary or advisable to effect such Receivables Facility.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) 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 or a Restricted SubsidiaryCompany, (b) to make any loans or advances to the Company or a Restricted Subsidiary or (c) to transfer any of its property or assets to the Company or a Restricted SubsidiaryCompany, except: : (i) any encumbrance or restriction pursuant to an agreement in the Priority Lien Credit Agreement effect at or Note Documents entered into on the Issue Date or pursuant to any other agreement in effect on (including this Indenture, the Issue Date; agreements governing the Credit Facilities and the indenture governing the Existing AMI Notes and the Guarantees thereof); (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred 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; ; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings of the Indebtedness Incurred pursuant to an agreement referred to in clause (i) or (ii) any of the foregoing clauses and restrictions contained in Indebtedness incurred after the date hereof in accordance with the terms of this Section 4.06 Indenture; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii); provided, however, that the encumbrances and restrictions Refinancings are not materially more restrictive with respect to such Restricted Subsidiary dividend and other payment restrictions than those contained in the applicable instrument governing such Indebtedness as in effect on the date of this Indenture; provided that, with respect to any agreement governing such refinancing agreement other Indebtedness, the provisions relating to such encumbrance or amendment restriction are no less favorable to the Securityholders Company in any material respect as determined by the Company in its reasonable and good faith judgment than encumbrances and restrictions with respect to such Restricted Subsidiary the provisions contained in such agreements; the Credit Agreement as in effect on April 23, 2002; (iv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (v) any such encumbrance or restriction consisting of customary nonassignment non-assignment provisions in contracts or in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the interest and in intellectual property leased thereunder; (v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; contracts and licenses; (vi) 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 assets (including Capital Stock or assets Stock) of such Restricted Subsidiary in compliance with the terms of permitted by this Indenture pending the closing of such sale or disposition; (vii) any restriction arising under applicable law, regulation or order; (viii) 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; (ix) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; and (x) restrictions contained in agreements relating to Indebtedness incurred in connection with the Note Refinancing and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings of such agreements; provided that such agreements, 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 this Indenture as determined by the Board of Directors of the Company in its reasonable and good faith judgment and such determination is evidenced by a resolution of the Board of Directors.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company Borrower shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (a1) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company or a Restricted Subsidiary, Borrower; (b2) to make any loans or advances to the Company or a Restricted Subsidiary or Borrower; or (c3) to transfer any of its property or assets to the Company or a Restricted SubsidiaryBorrower, except: : (iA) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other applicable law, rule, regulation or order or an agreement in effect at or entered into on the Issue Restatement Date; ; (iiB) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company Borrower (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the CompanyBorrower) and outstanding on such date; ; (iiiC) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (iSection 6.03(3)(A) or (iiSection 6.03(3)(B) of or this Section 4.06 or this clause (iii6.03(3)(C) or contained in any amendment to an agreement referred to in clause (iSection 6.03(3)(A) or (iiSection 6.03(3)(B) of or this Section 4.06 or this clause (iii6.03(3)(C); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing Refinancing agreement or amendment are no less favorable in any material respect to the Securityholders Lenders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; ; (iv) any such 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; (vD) in the case of clause Section 6.03(3), any encumbrance or restriction: (ci) abovethat restricts in a customary manner the subletting, restrictions assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract; or (ii) contained in mortgages, pledges and other security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages; and agreements; (viE) any restriction with respect to a Restricted Subsidiary Subsidiary, any restriction 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 in compliance with the terms of this Indenture pending the closing of such sale or disposition; (F) any encumbrance or restriction existing under or by reason of Indebtedness or other contractual requirements of a Receivables Entity in connection with a Qualified Receivables Transaction; provided, however, that such restrictions apply only to such Receivables Entity; (G) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 6.03(3); (H) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements; (I) restrictions on cash or other deposits or net worth imposed by customers, suppliers or, in the ordinary course of business, other third parties; and (J) with respect to any Foreign Restricted Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness, or any agreement pursuant to which such Indebtedness was issued, if: (i) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) at the time such Indebtedness is Incurred, such encumbrance or restriction is not expected to materially affect the Borrower's ability to make principal or interest payments on the Obligations, as determined in good faith by a Financial Officer of the Borrower, whose determination shall be conclusive.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries 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 to: (a1) to pay dividends or make any other distributions in cash or otherwise on its Capital Stock to the Issuer or any Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company Issuer or a any Restricted Subsidiary, ; (b2) to make any loans or advances to the Company Issuer or a any Restricted Subsidiary Subsidiary; or (3) sell, lease or (c) to transfer any of its property or assets to the Company Issuer or a any Restricted Subsidiary, except: provided that (ix) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Issuer or any Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any Restricted Subsidiary, or any prohibition on securing such loans or advances made to the Issuer or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction. (b) Section 4.07(a) will not prohibit: (1) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any Credit Facility or any other agreement or instrument, in each case, in effect at or entered into on the Issue Combination Date, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Combination Date (iias determined in good faith by the Issuer); (2) [Reserved]; (3) encumbrances or restrictions existing under or by reason of this Indenture, the Notes, the New Senior Notes, the New Senior Notes Indenture, the Existing Notes, the Existing Notes Indentures, the Existing Cablevision Notes, the Existing Cablevision Notes Indentures, the Legacy Cequel Senior Notes, the Legacy Cequel Senior Notes Indentures, the Senior Secured Facilities, the guarantees thereof, and the Senior Secured Facilities Security Documents; (4) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement or instrument of a Person or relating to any Capital Stock or Indebtedness Incurred by such Restricted Subsidiary of a Person, entered into on or prior to before the date on which (i) such Restricted Subsidiary Person was acquired by or merged, consolidated or otherwise combined with or into the Company Issuer or any Restricted Subsidiary, (ii) such agreement or instrument is assumed by the Issuer or any Restricted Subsidiary in connection with an acquisition of assets or (iii) such Person became a Restricted Subsidiary (in each case, other than Capital Stock or Indebtedness Incurred 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 Person became a Restricted Subsidiary or was acquired by the CompanyIssuer or was merged, consolidated or otherwise combined with or into the Issuer or any Restricted Subsidiary) and outstanding on such date; provided that, for the purposes of this clause (iii4), if another Person is the Successor Company, or any Subsidiary thereof, any agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by the Issuer or any Restricted Subsidiary when such Person becomes the Successor Company; (5) any encumbrance or restriction pursuant to an agreement or instrument effecting a Refinancing refunding, replacement or refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces an agreement or instrument referred to in clauses (1), (3), (4) or (5) of this Section 4.07(b) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an agreement referred to in clause clauses (i1), (3), (4) or (ii5) of this Section 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii4.07(b); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment instrument are no less favorable in any material respect to the Securityholders Holders taken as a whole than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in the Initial Agreement or Initial Agreements to which such agreements; refinancing or amendment, supplement or other modification relates (ivas determined in good faith by the Issuer); (6) any such encumbrance or restriction consisting of restriction: (A) that restricts in a customary nonassignment provisions in leases governing leasehold interests to manner the extent such provisions restrict the subletting, assignment or transfer of the lease any property or asset that is subject to a lease, license or similar contract, or the property leased thereunder; assignment or transfer of any lease, license or other contract; (vB) in the case of clause (c) above, restrictions contained in mortgages, pledges or other security agreements permitted under this Indenture or mortgages securing Indebtedness of the Issuer or a Restricted Subsidiary permitted to be Incurred pursuant to under this Indenture to the extent such encumbrances or restrictions restrict the transfer of the property or assets subject to such mortgages, pledges or other security agreements; (C) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Issuer or mortgagesany Restricted Subsidiary; and or (viD) pursuant to the terms of any license, authorization, concession or permit; (7) any encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions on the property so acquired or any encumbrance or restriction pursuant to a joint venture agreement that imposes restrictions on the transfer of the assets of the joint venture; (8) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of such Restricted Subsidiary in compliance with (or the terms of this Indenture property or assets that are subject to such restriction) pending the closing of such sale or disposition; (9) customary provisions in leases, licenses, joint venture agreements and other similar agreements and instruments entered into in the ordinary course of business; (10) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation, governmental license or order, or required by any regulatory authority or stock exchange; (11) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (12) any encumbrance or restriction pursuant to Currency Agreements, Interest Rate Agreements or Commodity Hedging Agreements; (13) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the Combination Date pursuant to Section 4.04 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than (i) the encumbrances and restrictions contained in the Senior Secured Facilities on the Combination Date, together with the security documents associated therewith, if any, as in effect on or immediately prior to the Completion Date or (ii) is customary in comparable financings (as determined in good faith by the Issuer) and where, in the case of clause (ii), the Issuer determines at the time of issuance of such Indebtedness that such encumbrances or restrictions (x) will not adversely affect, in any material respect, the Issuer’s ability to make principal or interest payments on the Notes as and when they become due or (y) such encumbrances and restrictions apply only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (14) any encumbrance or restrictions arising in connection with any Purchase Money Note, other Indebtedness or a Qualified Receivables Financing that, in the good faith determination of an Officer or the Board of Directors of the Issuer, are necessary or advisable to effect such Qualified Receivables Financing; or (15) any encumbrance or restriction existing by reason of any Lien permitted under Section 4.06.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall Parent Guarantor will not, and shall 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 such Restricted Subsidiary that is not the Issuer or a Subsidiary Guarantor to: (a1) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company Parent Guarantor or any Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock); (b2) to make any loans or advances to the Company Parent Guarantor or a any Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Parent Guarantor or any Restricted Subsidiary to other Indebtedness Incurred by the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (c3) to sell, lease or transfer any of its property or assets to the Company Parent Guarantor or a any Restricted Subsidiary, except: . (ib) The preceding provisions will not prohibit: (1) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other or by reason of an agreement in effect at or entered into on the Issue Date; , including, without limitation, this Indenture as in effect on such date; (ii2) any encumbrance or restriction with respect to a Restricted Subsidiary Person pursuant to or by reason of an agreement relating to any Capital Stock or Indebtedness Incurred by such Restricted Subsidiary a Person on or prior to before the date on which such Restricted Subsidiary Person was acquired by the Company Parent Guarantor or another Restricted Subsidiary (other than Capital Stock or Indebtedness Incurred 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 Person was acquired by the Parent Guarantor or a Restricted Subsidiary or was acquired by in contemplation of the Companytransaction) and outstanding on such date; provided that any such encumbrance or restriction shall not extend to any assets or property of the Parent Guarantor or any other Restricted Subsidiary other than the assets and property of such acquired Person; (iii3) encumbrances and restrictions contained in contracts entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of, or from the ability of the Parent Guarantor and the Restricted Subsidiaries to realize the value of, property or assets of the Parent Guarantor or any Restricted Subsidiary in any manner material to the Parent Guarantor or any Restricted Subsidiary; (4) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction shall not extend to any assets or property of the Parent Guarantor or any other Restricted Subsidiary other than the assets and property of such Unrestricted Subsidiary; (5) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was Incurred if either (1) the encumbrance or restriction applies to such Foreign Subsidiary and its Subsidiaries only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (2) the Parent Guarantor determines that any such encumbrance or restriction will not materially affect the Parent Guarantor’s ability to make principal or interest payments on the Notes, as determined in good faith by the Board of Directors of the Parent Guarantor, whose determination shall be conclusive; (6) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a Refinancing refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clauses (1) through (5) or clause (i) or (ii12) of this Section 4.06 3.4(b) or this clause (iii6) or contained in any amendment to amendment, restatement, modification, renewal, supplemental, refunding, replacement or refinancing of an agreement referred to in clauses (1) through (5) or clause (i) or (ii12) of this Section 4.06 3.4(b) or this clause (iii6); provided, however, provided that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment taken as a whole are no less favorable in any material respect to the Securityholders Holders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; the agreements governing the Indebtedness being refunded, replaced or refinanced; (iv) any such 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; (v7) in the case of clause Section 3.4(a)(3), any encumbrance or restriction: (cA) abovethat restricts in a customary manner the subletting, restrictions assignment or transfer of any property or asset that is subject to a lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in Oil and Gas Properties), license (including, without limitation, licenses of intellectual property) or other contract; (B) contained in mortgages, pledges or other security agreements or mortgages permitted under this Indenture securing Indebtedness of the Parent Guarantor or a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; (C) contained in any agreement creating Hedging Obligations permitted from time to time under this Indenture; (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Parent Guarantor or mortgagesany Restricted Subsidiary; (E) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; or (F) provisions with respect to the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business; (8) any encumbrance or restriction contained in (a) purchase money obligations for property acquired in the ordinary course of business and (vib) Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in Section 3.4(a)(3) on the property so acquired; (9) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all a portion of the Capital Stock or assets of such Restricted Subsidiary in compliance with (or the terms of this Indenture property or assets that are subject to such restriction) pending the closing of such sale or disposition; (10) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Business Investment”; (11) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (12) encumbrances or restrictions contained in agreements governing Indebtedness of the Parent Guarantor or any of its Restricted Subsidiaries permitted to be Incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 3.2; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Parent Guarantor taken as a whole, as determined by the Board of Directors or a responsible financial officer of the Parent Guarantor in good faith, than the provisions contained in the Senior Secured Credit Agreements and in this Indenture as in effect on the Issue Date; (13) the issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant to Section 3.2 and the terms of such Preferred Stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Capital Stock); (14) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and similar documents and agreements; (15) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (16) any encumbrance or restriction contained in the Senior Secured Credit Agreements and the Senior Notes as in effect as of the Issue Date, and in any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings shall not modify such encumbrances or restrictions contained in the Senior Secured Credit Agreements and the Senior Notes as in effect on the Issue Date.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall Borrower will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries 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 to: (a1) to pay dividends or make any other distributions in cash or otherwise on its Capital Stock to the Borrower or any Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company Borrower or a any Restricted Subsidiary, ; (b2) to make any loans or advances to the Company Borrower or a any Restricted Subsidiary Subsidiary; or (3) sell, lease or (c) to transfer any of its property or assets to the Company Borrower or a any Restricted Subsidiary, except: provided that (ix) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Borrower or any Restricted Subsidiary to other Indebtedness Incurred by the Borrower or any Restricted Subsidiary shall not be deemed to constitute such an encumbrance or restriction. (b) Section 4.07(a) will not prohibit: (1) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any Credit Facility or any other agreement or instrument, in each case, in effect at or entered into on the Issue DateClosing Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Closing Date (as determined in good faith by the Borrower); (2) [Reserved]; (3) encumbrances or restrictions existing under or by reason of (i) any Loan Documents and the Loan Escrow Agreement, (ii) the New Senior Notes Indenture and the New Senior Notes, the New Senior Guaranteed Notes and the New Senior Guaranteed Notes Indenture, (iii) the Existing Senior Notes, Existing Senior Notes Indentures, the Existing Target Notes, the Existing Target Notes Indenture, (iv) the New Senior Notes Escrow Agreements and the New Senior Guaranteed Notes Escrow Agreement and (v) the Intercreditor Agreement and any Additional Intercreditor Agreement, including in each case, any related security documents, escrow arrangements or other documents related to the foregoing; (4) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement or instrument of a Person or relating to any Capital Stock or Indebtedness Incurred by such Restricted Subsidiary of a Person, entered into on or prior to before the date on which (i) such Restricted Subsidiary Person was acquired by or merged, consolidated or otherwise combined with or into the Company Borrower or any Restricted Subsidiary, (ii) such agreement or instrument is assumed by the Borrower or any Restricted Subsidiary in connection with an acquisition of assets or (iii) such Person became a Restricted Subsidiary (in each case, other than Capital Stock or Indebtedness Incurred 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 Person became a Restricted Subsidiary or was acquired by the CompanyBorrower or was merged, consolidated or otherwise combined with or into the Borrower or any Restricted Subsidiary) and outstanding on such date; provided that, for the purposes of this Section 4.07(b)(4), if another Person is the Successor Company or any Subsidiary thereof, any agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by the Borrower or any Restricted Subsidiary when such Person becomes the Successor Company; (iii5) any encumbrance or restriction pursuant to an agreement or instrument effecting a Refinancing refunding, replacement or refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces an agreement or instrument referred to in Section 4.07(b)(1), Section 4.07(b)(3) or Section 4.07(b)(4) or this Section 4.07(b)(5) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an agreement referred to in clause (iSection 4.07(b)(1), Section 4.07(b)(3) or (iiSection 4.07(b)(4) of or this Section 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii4.07(b)(5); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment instrument are no less favorable in any material respect to the Securityholders Lenders taken as a whole than the encumbrances and restrictions with respect contained in the Initial Agreement or Initial Agreements to which such refinancing or amendment, supplement or other modification relates (as determined in good faith by the Borrower); (6) any encumbrance or restriction: (a) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any lease, license or other contract; (b) contained in mortgages, pledges or other security agreements permitted under this Agreement or securing Indebtedness of the Borrower or a Restricted Subsidiary contained in such agreements; (iv) any such encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests permitted under this Agreement to the extent such provisions restrict the transfer of the lease encumbrances or the property leased thereunder; (v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of the property or assets subject to such mortgages, pledges or other security agreements; (c) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or mortgagesany Restricted Subsidiary; and or (vid) pursuant to the terms of any license, authorization, concession or permit; (7) any encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Agreement, in each case, that impose encumbrances or restrictions on the property so acquired or any encumbrance or restriction pursuant to a joint venture agreement that imposes restrictions on the transfer of the assets of the joint venture; (8) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of such Restricted Subsidiary in compliance with (or the terms of this Indenture property or assets that are subject to such restriction) pending the closing of such sale or disposition; (9) customary provisions in leases, licenses, joint venture agreements and other similar agreements and instruments entered into in the ordinary course of business; (10) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation, governmental license or order, or required by any regulatory authority or stock exchange; (11) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (12) any encumbrance or restriction pursuant to Currency Agreements, Interest Rate Agreements or Commodity Hedging Agreements; (13) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the Closing Date pursuant to Section 4.04 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders than (i) the encumbrances and restrictions contained in this Agreement or any Loan Document on the Closing Date or (ii) is customary in comparable financings (as determined in good faith by the Borrower) and where, in the case of clause (ii), the Borrower determines at the time of issuance of such Indebtedness that such encumbrances or restrictions (x) will not adversely affect, in any material respect, the Borrower’s ability to make principal or interest payments under the Loan Documents as and when they become due or (y) such encumbrances and restrictions apply only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (14) any encumbrance or restrictions arising in connection with any Purchase Money Note, other Indebtedness or a Qualified Receivables Financing that, in the good faith determination of an Officer or the Board of Directors of the Borrower, are necessary or advisable to effect such Qualified Receivables Financing; or (15) any encumbrance or restriction existing by reason of any Lien permitted under Section 4.06.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary Subsidiary: (ai) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness owed to the Company or a any Restricted Subsidiary, , (bii) to make any loans or advances to the Company or a any Restricted Subsidiary or Subsidiary, (ciii) to transfer any of its property or assets to the Company or a any Restricted Subsidiary, or (iv) to make payments in respect of any Indebtedness owed to the Company or any Restricted Subsidiary, except: : (i1) any such encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other to: (x) an agreement in effect at or entered into on the Issue Date; , (iiy) the Credit Agreement and any guarantees thereunder or (z) agreements governing Leasing Indebtedness only with respect to a Leasing Subsidiary; (2) any such encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred 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; ; (iii3) any such encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i1)(x) or (ii2) of this Section 4.06 or this clause (iii) 4.12 or contained in any amendment to an agreement referred to in clause (i1)(x) or (ii2) of this Section 4.06 or this clause (iii)4.12; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Securityholders Holders of the Notes than any such encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; ; (iv4) any such 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; ; (v5) in the case of clause (ciii) above, encumbrances and restrictions contained in security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and ; (vi6) any such encumbrance or 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 in compliance with the terms of this Indenture pending the closing of such sale or disposition; (7) any such encumbrance or restriction with respect to any Restricted Subsidiary that is a Foreign Subsidiary pursuant to an agreement relating to Indebtedness permitted to be Incurred pursuant to Section 4.9(10); (8) any encumbrance customarily contained in agreements governing Joint Ventures permitted under this Indenture and which were agreed to in good faith; and (9) restrictions imposed by applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall may not, and shall may 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 to: (a1) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company or a any Restricted Subsidiary, Subsidiary (bthe priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock and any subordination of any such Indebtedness or other obligations being deemed not to constitute such encumbrances or restrictions); (2) to make any loans or advances to the Company or a any Restricted Subsidiary (the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary being deemed not to constitute such an encumbrance or restriction); or (c3) to transfer any of its property or assets to the Company or a any Restricted Subsidiary, except: . The preceding provisions will not prohibit: (ia) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other an agreement in effect at or entered into on the Issue Date; , including, without limitation, the Indenture, the Notes and the Senior Secured Credit Agreement in effect on such date; (iib) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness Incurred by such a Restricted Subsidiary on or prior to before the date on which such the Restricted Subsidiary was acquired by the Company (other than Capital Stock or Indebtedness Incurred 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 CompanyCompany or in contemplation of the transaction or transactions) and outstanding on such date; date provided, that any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property so acquired; (iiic) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a Refinancing refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (ia) or (iib) of this Section 4.06 paragraph or this clause (iiic) or contained in any amendment to an agreement referred to in clause (ia) or (iib) of this Section 4.06 paragraph or this clause (iiic), including successive refundings, replacements or refinancings; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable in any material respect to the Securityholders Holders of the Notes than the encumbrances and restrictions with respect contained in such agreements referred to in clauses (a) or (b) of this paragraph on the Issue Date or the date such Restricted Subsidiary contained in such agreements; became a Restricted Subsidiary, whichever is applicable; (iv) any such 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; (vd) in the case of clause (c3) aboveof the first paragraph of this Section 3.06, restrictions any encumbrance or restriction: (i) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract; (ii) contained in mortgages, pledges or other security agreements or mortgages permitted under the Indenture securing Indebtedness of the Company or a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; or (iii) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or mortgages; any Restricted Subsidiary; (e) (i) purchase money obligations for property acquired in the ordinary course of business and (viii) Capital Lease Obligations permitted under the Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of the first paragraph of this Section 3.06 on the property so acquired; (f) any restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary in compliance with (or the terms of this Indenture property or assets that are subject to such restriction) pending the closing of such sale or disposition; (g) customary encumbrances or restrictions imposed pursuant to any agreement referred to in the definition of “Permitted Business Investment;” (h) net worth provisions in leases and other agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business; and (i) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall Borrower will not, and shall 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 to: (ai) to (A) pay dividends or make any other distributions on its Capital Stock to the Borrower or any of its Restricted Subsidiaries, or (B) pay any Indebtedness or other obligations payable in cash that are owed to the Company Borrower or any Restricted Subsidiary (it being understood that the priority of any Preferred Equity in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock or any other class or series of Preferred Stock shall not be deemed a Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock); (bii) to make any loans or advances to the Company Borrower or a any Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Borrower or any Restricted Subsidiary to other Indebtedness Incurred by the Borrower or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (ciii) to sell, lease or transfer any of its property or assets to the Company Borrower or a any Restricted Subsidiary, except: Subsidiary (it being understood that such transfers shall not include any type of transfer described in clause (i) or (ii) above). (b) The provisions of Section 10.04(a) will not prohibit encumbrances or restrictions existing under or by reason of: (i) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other an agreement in effect at or entered into on the Issue Effective Date; , including, without limitation, the Credit Documents, the Pari Passu Intercreditor Agreement, the Junior Intercreditor Agreement, the Second Lien Loan Documents, the First Lien Notes Documents and the Pulitzer Debt Documents as in effect on such date, and any encumbrance or restriction pursuant to the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Passu Intercreditor Agreement on the Pulitzer Debt Satisfaction Date (provided that the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Passu Intercreditor Agreement are entered into substantially in the form thereof attached hereto as Exhibit L-1 and L-2, respectively, on the Pulitzer Debt Satisfaction Date or such other form that is not materially less favorable to the Lenders than the form attached hereto as Exhibit L-1 and L-2, respectively, on the Effective Date)); (ii) any encumbrance or restriction with respect to a Restricted Subsidiary Person or assets pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary in effect on or prior to before the date on which such Person became a Restricted Subsidiary or was acquired by by, merged into or consolidated with the Company Borrower or a Restricted Subsidiary (other than Capital Stock or Indebtedness Incurred as consideration infor, 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 Person became a Restricted Subsidiary or was acquired by, merged into or consolidated with the Borrower or in contemplation of the transaction) or such assets were acquired by the Company) Borrower or any Restricted Subsidiary; provided that any such encumbrance or restriction shall not extend to any Person or the assets or property of the Borrower or any other Restricted Subsidiary other than the Person and outstanding on such date; its Subsidiaries or the assets and property so acquired (and any proceeds thereof or accessions, improvements or additions thereto); (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in the preceding clause (i) or (ii) of this Section 4.06 or this clause (iii) or contained in any amendment to amendment, restatement, modification, renewal, supplement, refunding, replacement or Refinancing of an agreement referred to in the preceding clause (i) or (ii) of this Section 4.06 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement effecting such Refinancing or amendment contained in such agreement immediately after giving effect to any such amendment, restatement, modification, renewal, supplement, refunding, replacement or Refinancing, as the case may be, are no not materially less favorable (as determined in Good Faith by the Borrower), taken as a whole, to the Securityholders Lenders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; predecessor agreement or contained in such agreement immediately prior to any such amendment, restatement, modification, renewal, supplement, refunding, replacement or Refinancing, as the case may be; (iv) any encumbrances or restrictions (a) arising in connection with Liens permitted under the provisions of Section 10.03 and (b) (1) that restrict in a customary manner the subletting, sublicensing, assignment or transfer of any property or asset that is subject to a lease, sublease, license or similar contract, or the assignment, sublicense or transfer of any such encumbrance lease, sublease, license or restriction consisting other contract, (2) are contained in mortgages, pledges or other security agreements permitted under this Agreement securing Indebtedness of customary nonassignment provisions in leases governing leasehold interests the Borrower or a Restricted Subsidiary to the extent such provisions restrict the transfer of the lease encumbrance or the property leased thereunder; (v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements or mortgages; (3) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Restricted Subsidiary; (v) Purchase Money Indebtedness and Capitalized Lease Obligations permitted under this Agreement, in each case, that impose encumbrances or restrictions on the property so acquired (and any proceeds thereof or accessions, improvements or additions thereto); (vi) any restriction contracts for the sale of assets, including customary restrictions with respect to a Restricted Subsidiary imposed of the Borrower pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all a portion of the Capital Stock or assets of such Subsidiary; (vii) restrictions on cash or other deposits or net worth requirements imposed by customers or lessors or required by insurance, surety or bonding companies under contracts entered into in the ordinary course of business; (viii) any customary provisions in joint venture agreements, partnership agreements, limited liability company agreements, sale leaseback agreements and other similar agreements and/or governance documents entered into in the ordinary course of business, provided that if such joint venture, partnership, limited liability company or other similar entity is a Restricted Subsidiary, such provisions will not materially adversely affect (as determined in Good Faith by the Borrower) the Borrower’s ability to make principal or interest payments on the Loans; (ix) any customary provisions in leases, subleases or licenses and other agreements entered into by the Borrower or any Restricted Subsidiary in compliance the ordinary course of business; (x) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation, order, permit or grant; (xi) encumbrances or restrictions contained in or arising under indentures or debt instruments or other agreements governing or evidencing Indebtedness Incurred or entered into or Preferred Equity issued by the Borrower or any Restricted Subsidiary in accordance with and subject to Section 10.01; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the terms Borrower’s ability to make principal or interest payments pursuant to this Agreement (as determined in Good Faith by the Borrower); (xii) under any contract, instrument or agreement relating to Indebtedness of this Indenture pending any Foreign Subsidiary which imposes restrictions solely on such Foreign Subsidiary and its Subsidiaries; (xiii) encumbrances or restrictions arising in connection with Hedging Obligations; and (xiv) encumbrances or restrictions imposed by amendments, modifications, restatements, amendments and restatements, extensions, restructurings, renewals, increases, supplements, refundings, replacements or other Refinancings of the closing contracts, instruments or obligations referred to in clauses (i) through (xiii) above; provided, that without duplication of any provisions in clauses (i) through (xiii) above, immediately after giving effect to any such sale amendment, modification, restatement, amendment and restatement, extension, restructuring, renewal, increase, supplement, refunding, replacement or dispositionother Refinancing, as the case may be, the applicable contract, instrument or other obligation, as the case may be, is, as determined in Good Faith by the Borrower, not materially more restrictive with respect to such encumbrance and other restriction, taken as a whole, than those prior to such amendment, modification, restatement, amendment and restatement, extension, restructuring, renewal, increase, supplement, refunding, replacement or other Refinancing.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company Borrower shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (a1) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company or a Restricted Subsidiary, Borrower; (b2) to make any loans or advances to the Company or a Restricted Subsidiary or Borrower; or (c3) to transfer any of its property or assets to the Company or a Restricted SubsidiaryBorrower, except: : (iA) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other applicable law, rule, regulation or order or an agreement in effect at or entered into on the Issue Restatement Date; ; (iiB) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company Borrower (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the CompanyBorrower) and outstanding on such date; ; (iiiC) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (iSection 6.03(3)(A) or (iiSection 6.03(3)(B) of or this Section 4.06 or this clause (iii6.03(3)(C) or contained in any amendment to an agreement referred to in clause (iSection 6.03(3)(A) or (iiSection 6.03(3)(B) of or this Section 4.06 or this clause (iii6.03(3)(C); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing Refinancing agreement or amendment are no less favorable in any material respect to the Securityholders Lenders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; ; (iv) any such 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; (vD) in the case of clause Section 6.03(3), any encumbrance or restriction: (ci) abovethat restricts in a customary manner the subletting, restrictions assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract; or (ii) contained in mortgages, pledges and other security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages; and agreements; (viE) any restriction with respect to a Restricted Subsidiary Subsidiary, any restriction 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 in compliance with the terms of this Indenture pending the closing of such sale or disposition; (F) any encumbrance or restriction existing under or by reason of Indebtedness or other contractual requirements of a Receivables Entity or any other party to a Qualified Receivables Transaction in connection with a Qualified Receivables Transaction; provided, however, that such restrictions apply only to such Receivables Entity or such other party, as applicable; (G) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 6.03(3); (H) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements; (I) restrictions on cash or other deposits or net worth imposed by customers, suppliers or, in the ordinary course of business, other third parties; and (J) with respect to any Foreign Restricted Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness, or any agreement pursuant to which such Indebtedness was issued, if: (i) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement; or (ii) at the time such Indebtedness is Incurred, such encumbrance or restriction is not expected to materially affect the Borrower’s ability to make principal or interest payments on the Obligations, as determined in good faith by a Financial Officer of the Borrower, whose determination shall be conclusive.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall 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 any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (a1) to (i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (A) on its Capital Stock or (B) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to the Company or a any of its Restricted Subsidiary, Subsidiaries; (b2) to make any loans or advances to the Company or a any of its Restricted Subsidiary or Subsidiaries; or (c3) to transfer any of its property properties or assets to the Company or a any of its Restricted SubsidiarySubsidiaries, except: except for such encumbrances or restrictions existing under or by reason of (i) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other agreement Indebtedness as in effect on the Issue Date; date of this Indenture; (ii) the Credit Facility as in effect as of the date of this Indenture, and any encumbrance amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or restriction refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary dividend and other payment restrictions than those contained in the Credit Facility as in effect on or prior to the date on which such Restricted Subsidiary was of this Indenture; (iii) this Indenture and the Securities; (iv) applicable law; (v) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of its Restricted Subsidiaries as in effect at the funds or credit support utilized to consummate, the transaction or series time of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; acquisition (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv) any such encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests except to the extent such provisions restrict Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the transfer properties or assets of any Person, other than the lease Person, or the property leased thereunder; or assets of the Person, so acquired, provided that the Consolidated Cash Flow of such Person is not taken into account in determining whether such acquisition was permitted by the terms of this Indenture; (vvi) in the case of clause (c) above3), restrictions customary non-assignment provisions in leases, licenses or similar contracts entered into in the ordinary course of business and consistent with past practices or any encumbrance or restriction contained in mortgages, pledges or other security agreements or mortgages permitted under this Indenture securing Indebtedness of the Company or a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements or mortgages; and agreements; (vivii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into purchase money obligations for property acquired in the sale or disposition ordinary course of all or substantially all business that impose restrictions of the Capital Stock or assets of such Restricted Subsidiary nature described in compliance with clause (3) above on the terms of this Indenture pending the closing of such sale or disposition.property so acquired;

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall Parent will not, and shall will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (a) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company Parent or a any Restricted Subsidiary, ; (b) to make any loans or advances to the Company Parent or a any Restricted Subsidiary or Subsidiary; or (c) to transfer any of its property or assets to the Company Parent or a any Restricted Subsidiary, except: : (i) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other applicable law or an agreement in effect at or entered into on the Issue Closing Date; ; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company Parent or another Restricted Subsidiary (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the CompanyParent) and outstanding on such date; ; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i) or (ii) of this Section 4.06 4.05(c) or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 4.05(c) or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing Refinancing agreement or amendment are no less favorable to the Securityholders Holders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; ; (iv) any such 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; (v) in the case of this clause (c), any encumbrance or restriction (A) abovethat restricts in a customary manner the subletting, restrictions assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or (B) contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgagesagreements; and and (viv) any restriction with respect to a Restricted Subsidiary Subsidiary, any restriction 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 in compliance with the terms of this Indenture pending the closing of such sale or disposition.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall not, and shall 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 to: (a1) to pay dividends or make any other distributions in cash or otherwise on its Capital Stock or pay any Indebtedness or other obligations owed to the Company or a any Restricted Subsidiary, ; (b2) to make any loans or advances to the Company or a any Restricted Subsidiary Subsidiary; or (3) sell, lease or (c) to transfer any of its property or assets to the Company or a any Restricted Subsidiary, except: ; provided that (ix) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed to constitute such an encumbrance or restriction. (b) The provisions of Section 3.4(a) shall not prohibit: (1) any encumbrance or restriction pursuant to (i) any Credit Facility or (ii) any other agreement or instrument, in the Priority Lien Credit Agreement each case, in effect at or Note Documents entered into on the Issue Date (or pursuant to otherwise required as of the Issue Date), and any other agreement amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not, in effect the good faith determination of the Board of Directors of the Company, materially more restrictive, taken as a whole, than those contained in the those agreements on the Issue Date; ; (ii2) this Indenture, the Notes and the Guarantees; (3) any encumbrance or restriction with respect pursuant to a Restricted Subsidiary applicable law, rule, regulation or order, including any of the foregoing issued by any Gaming Authority; (4) any encumbrance or restriction pursuant to an agreement or instrument of a Person or relating to any Capital Stock or Indebtedness Incurred by such Restricted Subsidiary of a Person, entered into on or prior to before the date on which such Restricted Subsidiary Person was acquired by or merged, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary, or was designated as a Restricted Subsidiary or on which such agreement or instrument is assumed by the Company or any Restricted Subsidiary in connection with an acquisition of assets (other than Capital Stock or Indebtedness Incurred 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 Person became a Restricted Subsidiary or was acquired by the CompanyCompany or was merged, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary or entered into in contemplation of or in connection with such transaction) and outstanding on such date; provided that, for the purposes of this clause (4), if another Person is the Successor Company, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by the Company or any Restricted Subsidiary when such Person becomes the Successor Company; (5) any encumbrance or restriction: (i) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; (ii) contained in mortgages, pledges, charges or other security agreements permitted under this Indenture or securing Indebtedness of the Company or a Restricted Subsidiary permitted under this Indenture to the extent such encumbrances or restrictions restrict the transfer or encumbrance of the property or assets subject to such mortgages, pledges, charges or other security agreements; or (iii) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (6) any encumbrance or restriction pursuant to Purchase Money Obligations and FF&E Financings or Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions on the property so acquired; (7) any encumbrance or restriction imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of the Company or any Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (8) customary provisions in leases, licenses, shareholder agreements, joint venture agreements, organizational documents and other similar agreements and instruments; (9) encumbrances or restrictions arising or existing by reason of applicable law or any applicable law, rule, regulation or order, or required by any regulatory authority; (10) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business or consistent with past practices; (11) any encumbrance or restriction pursuant to Hedging Obligations; (12) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be Incurred or issued subsequent to the Issue Date pursuant to Section 3.2 that impose restrictions solely on the Foreign Subsidiaries party thereto or their Subsidiaries; (13) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the Issue Date pursuant to Section 3.2 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders than (i) the encumbrances and restrictions contained in the Credit Agreement, together with the security documents associated therewith as in effect on the Issue Date or (ii) in comparable financings (as determined in good faith by the Company) and where, in the case of clause (ii), either (A) the Company determines at the time of issuance of such Indebtedness that such encumbrances or restrictions will not adversely affect, in any material respect, the Company’s ability to make principal or interest payments on the Notes or (B) such encumbrance or restriction applies only during the continuance of a default relating to such Indebtedness; (14) any encumbrance or restriction existing by reason of any lien permitted under Section 3.6; or (15) any encumbrance or restriction pursuant to an agreement or instrument effecting a Refinancing refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, restates, replaces, restructures or refinances, an agreement or instrument referred to in clauses (1) to (14) of this Section 3.4(b) or this clause (15) (an “Initial Agreement”) or contained in any amendment, supplement, extension, renewal, restatement, replacement, restructuring or other modification to an agreement referred to in clause clauses (i1) or to (ii14) of this Section 4.06 3.4(b) or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii15); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment instrument are no not materially less favorable to the Securityholders Holders taken as a whole than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in the Initial Agreement or Initial Agreements to which such agreements; refinancing or amendment, supplement or other modification relates (iv) any such encumbrance or restriction consisting of customary nonassignment provisions as determined in leases governing leasehold interests to good faith by the extent such provisions restrict the transfer of the lease or the property leased thereunder; (v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (vi) 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 in compliance with the terms of this Indenture pending the closing of such sale or dispositionCompany).

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) 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 or a Restricted SubsidiaryCompany, (b) to make any loans or advances to the Company or a Restricted Subsidiary or (c) to transfer any of its property or assets to the Company or a Restricted SubsidiaryCompany, except: : (i1) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to applicable law or any other applicable rule, regulation or order or an agreement in effect at or entered into on the Issue Date; ; (ii2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred 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; ; (iii3) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i1) or (ii2) of this Section 4.06 or this clause (iii3) of this Section 4.06 or contained in any amendment to an agreement referred to in clause (i1) or (ii2) of this Section 4.06 or this clause (iii)3) of this Section 4.06; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; ; (iv4) any such encumbrance or restriction consisting of customary nonassignment non assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; ; (v5) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and ; (vi6) 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 in compliance with the terms of this Indenture pending the closing of such sale or disposition; (7) any restriction on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (8) encumbrances and restrictions contained in the agreements evidencing other Indebtedness of Restricted Subsidiaries permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.04; provided, however, that the encumbrances or restrictions apply only in the event of and during the continuance of a default contained in such Indebtedness or agreement; and (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries 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 to: (a1) to pay dividends or make any other distributions in cash or otherwise on its Capital Stock to the Issuer or any Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company Issuer or a any Restricted Subsidiary, ; (b2) to make any loans or advances to the Company Issuer or a any Restricted Subsidiary Subsidiary; or (3) sell, lease or (c) to transfer any of its property or assets to the Company Issuer or a any Restricted Subsidiary, except: provided that (ix) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Issuer or any Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any Restricted Subsidiary, or any prohibition on securing such loans or advances made to the Issuer or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction. (b) Section 4.07(a) will not prohibit: (1) any encumbrance or restriction pursuant to any Credit Facility or any other agreement or instrument, in each case, in effect at or entered into on the Priority Lien Credit Agreement Issue Date, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or Note Documents refinancings of such agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date (as determined in good faith by the Issuer); (2) [Reserved]; (3) encumbrances or pursuant to any other agreement in effect on restrictions existing under or by reason of this Indenture, the Issue Date; Notes, the Senior Notes Indenture, the Senior Notes, the Existing Notes, the Existing Notes Indentures, the Senior Secured Facilities, the guarantees thereof, and the Senior Secured Facilities Security Documents; (ii4) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement or instrument of a Person or relating to any Capital Stock or Indebtedness Incurred by such Restricted Subsidiary of a Person, entered into on or prior to before the date on which (i) such Restricted Subsidiary Person was acquired by or merged, consolidated or otherwise combined with or into the Company Issuer or any Restricted Subsidiary, (ii) such agreement or instrument is assumed by the Issuer or any Restricted Subsidiary in connection with an acquisition of assets or (iii) such Person became a Restricted Subsidiary (in each case, other than Capital Stock or Indebtedness Incurred 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 Person became a Restricted Subsidiary or was acquired by the CompanyIssuer or was merged, consolidated or otherwise combined with or into the Issuer or any Restricted Subsidiary) and outstanding on such date; provided that, for the purposes of this clause (iii4), if another Person is the Successor Company, or any Subsidiary thereof, any agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by the Issuer or any Restricted Subsidiary when such Person becomes the Successor Company; (5) any encumbrance or restriction pursuant to an agreement or instrument effecting a Refinancing refunding, replacement or refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces an agreement or instrument referred to in clauses (1), (3), (4) or (5) of this Section 4.07(b) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an agreement referred to in clause clauses (i1), (3), (4) or (ii5) of this Section 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii4.07(b); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment instrument are no less favorable in any material respect to the Securityholders Holders taken as a whole than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in the Initial Agreement or Initial Agreements to which such agreements; refinancing or amendment, supplement or other modification relates (ivas determined in good faith by the Issuer); (6) any such encumbrance or restriction consisting of restriction: (A) that restricts in a customary nonassignment provisions in leases governing leasehold interests to manner the extent such provisions restrict the subletting, assignment or transfer of the lease any property or asset that is subject to a lease, license or similar contract, or the property leased thereunder; assignment or transfer of any lease, license or other contract; (vB) in the case of clause (c) above, restrictions contained in mortgages, pledges or other security agreements permitted under this Indenture or mortgages securing Indebtedness of the Issuer or a Restricted Subsidiary permitted to be Incurred pursuant to under this Indenture to the extent such encumbrances or restrictions restrict the transfer of the property or assets subject to such mortgages, pledges or other security agreements; (C) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Issuer or mortgagesany Restricted Subsidiary; and or (viD) pursuant to the terms of any license, authorization, concession or permit; (7) any encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions on the property so acquired or any encumbrance or restriction pursuant to a joint venture agreement that imposes restrictions on the transfer of the assets of the joint venture; (8) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of such Restricted Subsidiary in compliance with (or the terms of this Indenture property or assets that are subject to such restriction) pending the closing of such sale or disposition; (9) customary provisions in leases, licenses, joint venture agreements and other similar agreements and instruments entered into in the ordinary course of business; (10) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation, governmental license or order, or required by any regulatory authority or stock exchange; (11) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (12) any encumbrance or restriction pursuant to Currency Agreements, Interest Rate Agreements or Commodity Hedging Agreements; (13) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.04 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than (i) the encumbrances and restrictions contained in the Senior Secured Facilities on the Issue Date, together with the security documents associated therewith, if any, as in effect on or immediately prior to the Completion Date or (ii) is customary in comparable financings (as determined in good faith by the Issuer) and where, in the case of clause (ii), the Issuer determines at the time of issuance of such Indebtedness that such encumbrances or restrictions (x) will not adversely affect, in any material respect, the Issuer’s ability to make principal or interest payments on the Notes as and when they become due or (y) such encumbrances and restrictions apply only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (14) any encumbrance or restrictions arising in connection with any Purchase Money Note, other Indebtedness or a Qualified Receivables Financing that, in the good faith determination of an Officer or the Board of Directors of the Issuer, are necessary or advisable to effect such Qualified Receivables Financing; or (15) any encumbrance or restriction existing by reason of any Lien permitted under Section 4.06.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company Borrower shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Borrower (a) to pay dividends or make any other distributions on its Capital Stock owned by, or pay any Indebtedness owed to to, the Company or a Restricted SubsidiaryBorrower, (b) to make any loans or advances to the Company or a Restricted Subsidiary Borrower or (c) to transfer any of its property or assets to the Company or a Restricted SubsidiaryBorrower, except: : (i) any encumbrance or restriction in pursuant to the Priority Lien Existing Credit Agreement or Note Documents on the Issue Date or pursuant to any other agreement in effect at or entered into on the Issue Datedate of this Agreement and any extensions, refinancings, renewals or replacements of any such agreement; provided, however, that the encumbrances and restrictions in any such extension, refinancing, renewal or replacement are no less favorable in any material respect to the Banks than those encumbrances or restrictions being extended, refinanced, renewed or replaced; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary of the Borrower pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company Borrower (other than Indebtedness Incurred 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 of, or was acquired by by, the CompanyBorrower) and outstanding on such date; ; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii) above or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii)above; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable in any material respect to the Securityholders Banks than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; the agreements referred to in clause (ii) above; (iv) any such 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; ; (v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture of the Borrower to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and ; (vi) any restriction with respect to a Restricted Subsidiary of the Borrower 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 in compliance with the terms of this Indenture pending the closing of such sale or disposition; (vii) encumbrances and restrictions contained in any Indebtedness or any agreement relating to any Indebtedness of the Borrower or a Restricted Subsidiary of the Borrower permitted pursuant to Section 7.01; provided, however, that either (A) such encumbrances and restrictions are no more restrictive than the encumbrances and restrictions imposed by the Existing Credit Agreement or (B) each Restricted Subsidiary subject to any such encumbrances or restrictions after the Closing Date shall Guarantee the Loans on a senior basis; pursuant to the Subsidiaries Guaranty; and (viii) any encumbrance or restriction existing under or by reason of applicable law. Nothing contained in this Section 7.03 shall prevent the Borrower or any Restricted Subsidiary of the Borrower from restricting the sale or other disposition of property or assets of the Borrower or any Restricted Subsidiary of the Borrower that secure Indebtedness of the Borrower or any of its Restricted Subsidiaries.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company and Parent shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) to pay dividends or make any other distributions on its Capital Stock to Parent or a Restricted Subsidiary or pay any Indebtedness owed to the Company Parent or a Restricted Subsidiary, (b) to make any loans or advances to the Company Parent or a Restricted Subsidiary or (c) to transfer any of its property or assets to the Company Parent or a Restricted Subsidiary, except: : (i1) with respect to clauses (a), (b) and (c): (A) any encumbrance or restriction in pursuant to (i) the Priority Lien Credit Agreement or Note Documents as entered into on the Issue Date or pursuant and (ii) any agreement (other than (x) agreements relating to any Indebtedness and (y) charter provisions and other agreement agreements relating to Capital Stock) in effect at or entered into on the Issue Date; ; (iiB) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company Parent or any Restricted Subsidiary (other than Indebtedness Incurred 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 CompanyParent) and outstanding on such date; ; (iiiC) any encumbrance or restriction pursuant to an agreement effecting a an amendment, modification, restatement, renewal, increase, supplement, replacement or Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (iSection 4.06(1)(A) or (ii4.06(1)(B) of this Section 4.06 or this clause (iii1)(C) or contained in any amendment to an agreement referred to in clause (iSection 4.06(1)(A) or (ii4.06(1)(B) of this Section 4.06 or this clause (iii1)(C); providedPROVIDED, howeverHOWEVER, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; ; (ivD) any such encumbrance restrictions on cash 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; (v) other deposits imposed by customers under contracts entered into in the case ordinary course of clause business; (cE) above, restrictions contained in security agreements Management Agreements that require the payment of management fees to Parent or mortgages securing Indebtedness one of a its Qualified Restricted Subsidiary permitted Subsidiaries prior to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer payment of the property subject to such security agreements dividends or mortgages; and distributions; (viF) 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 in compliance with the terms of this Indenture (whether by stock sale, asset sale, merger, consolidation or otherwise) pending the closing of such sale or disposition; and 57 (G) any Permitted Payment Restriction; (2) with respect to clause (c) only: (A) any such encumbrance or restriction consisting of customary nonassignment provisions in leases and licenses; and (B) restrictions contained in security agreements, mortgages and other similar agreements securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such agreements; and (3) with respect to clauses (b) and (c) only, any encumbrance or restriction with respect to a Qualified Restricted Subsidiary with respect to any agreement or charter provision evidencing Indebtedness or Capital Stock otherwise permitted under this Indenture; PROVIDED, HOWEVER, that the provisions relating to such encumbrance or restriction contained in such agreement or charter provision are not less favorable to the Holders than the encumbrances and restrictions described in Section 4.06(1)(A).

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (a) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company or a Restricted Subsidiary, Company; (b) to make any loans or advances to the Company or a Restricted Subsidiary or Company; or (c) to transfer any of its property or assets to the Company or a Restricted SubsidiaryCompany, except: : (i) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other applicable law, rule, regulation or order or an agreement in effect at or entered into on the Issue Closing Date; ; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or any Restricted Subsidiary (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; ; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i) or (ii) of this Section 4.06 3.08 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 3.08 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing Refinancing agreement or amendment amendment, taken as a whole, are no not materially less favorable to the Securityholders Holders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; ; (iv) any such 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; (v) in the case of clause (c), any encumbrance or restriction (1) abovethat restricts in a customary manner the subletting, restrictions assignment or transfer of any property or asset that is a lease, license or similar contract; (2) contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages; or (3) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that does not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary thereof in any manner material to the Company or any Restricted Subsidiary thereof; (v) any encumbrance or restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; (vi) any restriction with respect to a Restricted Subsidiary Subsidiary, any encumbrance or restriction 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 in compliance with the terms of this Indenture pending the closing of such sale or disposition; (vii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (viii) any encumbrance or restriction existing under, by reason of or with respect to Indebtedness Incurred by any Subsidiary Guarantor permitted to be Incurred under Section 3.06, provided that the Board of Directors determines (as evidenced by a resolution of the Board of Directors) in good faith at the time such Indebtedness is Incurred that such encumbrance or restriction would not impair the ability of the Company to make payments of interest and principal on the Notes when due; or (ix) existing under, by reason of or with respect to Indebtedness Incurred by Foreign Subsidiaries permitted to be Incurred under Section 3.06.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company or a any of its Restricted SubsidiarySubsidiaries, (b) to make any loans or advances to the Company or a any of its Restricted Subsidiary Subsidiaries or (c) to transfer any of its property or assets to the Company or a any of its Restricted SubsidiarySubsidiaries, except: : (i) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other applicable law, regulation, order or an agreement in effect at or entered into on the Issue Closing Date; ; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; ; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c) (i) or (c) (ii) of this Section 4.06 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (ic)(i) or (iic)(ii) of this Section 4.06 4.05 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment relating to such Refinancing are no less favorable to the Securityholders Holders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; the agreements relating to the Indebtedness so Refinanced; (iv) any such encumbrance or restriction consisting of (1) that restricts in a customary nonassignment provisions in leases governing leasehold interests to manner the extent such provisions restrict the subletting, assignment or transfer of the lease any property or the property leased thereunder; asset that is subject to a lease, license or similar contract or (v2) in the case of clause (c) above, restrictions that is contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages; and agreements; (viv) any restriction with respect to a Restricted Subsidiary Subsidiary, any restriction 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 in compliance with the terms of this Indenture pending the closing of such sale or disposition; (vi) contracts for the sale of assets containing customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) agreements for the sale of assets containing customary restrictions with respect to such assets; (viii) restrictions relating to the common stock of Unrestricted Subsidiaries or Persons other than Subsidiaries; (ix) encumbrances or 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; (x) encumbrances or restrictions existing under or by reason of restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xi) any encumbrance or restriction existing under or by reason of a Receivables Facility or other contractual requirements of a Receivables Facility permitted pursuant to Section 4.03; provided that such restrictions apply only to such Receivables Facility.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (a) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness owed to the Company or a any Restricted Subsidiary, (b) to make any loans or advances to the Company or a any Restricted Subsidiary or (c) to transfer any of its property or assets to the Company or a any Restricted Subsidiary, except: (i) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other an agreement in effect at or entered into on the Issue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred incurred 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; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing refinancing of Indebtedness Incurred incurred pursuant to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii) 3.11 or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii)3.1 1; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable in any material respect to the Securityholders holders of the Securities than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; and (iv) any such 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; (v) in the case of clause Section 3.11(c), any encumbrance or restriction (cA) abovethat restricts in a customary manner the subletting, restrictions contained in security agreements assignment or mortgages securing Indebtedness transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset that is the subject of such encumbrance or restriction, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary permitted not otherwise prohibited by this Indenture, or (C) arising or agreed to be Incurred pursuant in the ordinary course of business, not relating to this Indenture any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the extent Company or any Restricted Subsidiary; provided that, in each case, such restrictions encumbrance or restriction relates to, and restricts dealings with, only the property or asset that is the subject of such encumbrance or restriction; and provided further, that such encumbrance or restriction does not prohibit, limit or otherwise restrict the transfer making or payment of any dividend or other distribution to the property subject to such security agreements Company or mortgagesany Restricted Subsidiary; and (viv) 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 in compliance with the terms of this Indenture pending the closing of such sale or disposition; and (vi) any restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company Stage shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (ai) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness Debt or other obligation owed to the Company Stage or a any Restricted Subsidiary, , (bii) to make any loans or advances to the Company Stage or a any Restricted Subsidiary or or (ciii) to transfer any of its property or assets to the Company Stage or a any Restricted Subsidiary, except: : (ia) any encumbrance or restriction in pursuant to the Priority Lien New Credit Agreement or Note Documents any agreement in effect on the Issue Date or pursuant to any other agreement in effect on the Issue Dateissuance of the Notes; (iib) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Debt Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company Stage (other than Indebtedness Debt Incurred 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) Stage), and outstanding on such date; (iiic) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Debt Incurred pursuant to an agreement referred to in clause (ia) or (ii) of this Section 4.06 or this clause (iiib) or contained in any amendment to an agreement referred to in clause (ia) or (ii) of this Section 4.06 or this clause (iiib); providedPROVIDED, howeverHOWEVER, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Securityholders Holders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (ivd) any such 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 other customary non-assignment provisions in contracts (other than contracts that constitute Debt) entered into in the property leased thereunderordinary course of business to the extent such provisions restrict the transfer of the assets subject to such contracts; (ve) in the case of clause (ciii) above, restrictions contained in security agreements or mortgages securing Indebtedness Debt of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (vif) encumbrances or restrictions imposed by operation of applicable law; (g) 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 in compliance with the terms of this Indenture pending the closing of such sale or disposition; and (h) any encumbrance or restriction on the sale of Receivables arising under agreements in connection with such sales between Stage or a Restricted Subsidiary and an Accounts Receivable Subsidiary.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) to pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any other Restricted Subsidiary or pay any Indebtedness owed to the Company or a any other Restricted Subsidiary, ; (b) to make any loans or advances to to, or guarantee any Indebtedness or other obligations of, or make any Investment in, the Company or a any other Restricted Subsidiary or Subsidiary; or (c) to transfer any of its property or assets to the Company or a any other Restricted Subsidiary, except: except for such encumbrances or restrictions existing under or by reason of: (i1) any encumbrance or restriction in applicable law; (2) this Indenture; (3) the Priority Lien Senior Credit Agreement or Note Documents on the Issue Date or pursuant to any other agreement Facilities as in effect on the Issue Date, and any amendments, refinancings, replacements or restatements thereof; provided, however, that any such amendment, refinancing, replacement or restatement is not materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Date; (ii4) customary non-assignment provisions of any contract and customary provisions restricting assignment or subletting in any lease governing a leasehold interest of any Restricted Subsidiary, or any customary restriction on the ability of a Restricted Subsidiary to dividend, distribute or otherwise transfer any asset which secures purchase money Indebtedness of such Restricted Subsidiary; (5) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (6) restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to an a binding agreement relating which has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary; PROVIDED, HOWEVER, that such restrictions apply solely to any Indebtedness Incurred by the Capital Stock or assets of such Restricted Subsidiary which are being sold; (7) customary restrictions imposed on the transfer of copyrighted or prior patented materials; (8) secured Indebtedness otherwise permitted to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred 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 be incurred pursuant to Section 4.08 and Section 4.15, which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction pursuant is not applicable to any property or assets other than the property or assets subject to the Lien securing such Indebtedness; or (9) an agreement effecting a Refinancing of governing Indebtedness Incurred to Refinance the Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in clause (i3), (5) or (ii) of this Section 4.06 8) above; PROVIDED, HOWEVER, that such refinancing agreement is not materially more restrictive with respect to such encumbrances or this clause (iii) or restrictions than those contained in any amendment to an the agreement referred to in such clause (i3), (5) or (ii) 8) as determined by the Board of this Section 4.06 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained Directors in any such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv) any such 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; (v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (vi) 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 in compliance with the terms of this Indenture pending the closing of such sale or dispositiontheir reasonable good faith judgment.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company Issuer shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (a) to pay dividends or make any other distributions on its Capital Stock to the Issuer or a Restricted Subsidiary or pay any Indebtedness owed to the Company or a Restricted SubsidiaryIssuer, (b) to make any loans or advances to the Company or a Restricted Subsidiary Issuer or (c) to transfer any of its property or assets to the Company or a Restricted SubsidiaryIssuer, except: (i) any encumbrance or restriction pursuant to an agreement in the Priority Lien Credit Agreement effect at or Note Documents entered into on the Issue Date or pursuant to any other agreement in effect on (including the Issue Date; Credit Agreement and Existing Notes); (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company Issuer (other than Indebtedness Incurred 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 CompanyIssuer) and outstanding on such date; ; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv) any such encumbrance or restriction consisting of customary nonassignment non-assignment or subletting provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; ; (viv) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness Indebtedness, of the Issuer or a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and mortgages or related to any Lien permitted under the Indenture; (viv) 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 any assets of such Restricted Subsidiary in compliance with the terms of this Indenture pending the closing of such sale or disposition; (vi) any encumbrance or restriction pursuant to an agreement entered into after the Issue Date governing Indebtedness Incurred in compliance with Section 4.09; provided, however, that the encumbrances and restrictions with respect to any Restricted Subsidiary contained in any such agreement are no more restrictive, taken as a whole, than the encumbrances and restrictions with respect to such Restricted Subsidiary pursuant to the agreements in effect on the Issue Date; (vii) any encumbrance or restriction pursuant to an agreement with a governmental entity providing for developmental financing on terms which are more favorable (at the time such agreement is entered into) than those available from third party financing sources; (viii) with respect to a Securitization Subsidiary, an agreement relating to Indebtedness of a Securitization Subsidiary which is permitted under Section 4.09 or pursuant to an agreement relating to a Permitted Units Financing by a Securitization Subsidiary; (ix) any encumbrance or restriction pursuant to this Indenture, the Notes and the Guarantees; (x) any encumbrance or restriction pursuant to applicable law or any rule, regulation or order of a governmental authority; (xi) any encumbrance or restriction pursuant to purchase money obligations for any property acquired in the ordinary course of business that impose restrictions on such property (but no other property of the Issuer or a Restricted Subsidiary) of the nature described in clause (c) of this Section 4.10; (xii) provisions with respect to the disposition or distribution of assets or property or the transfer of ownership interests in joint venture agreements, partnership, limited liability and other similar agreements; (xiii) any encumbrance or restriction pursuant to an agreement entered into after the Issue Date governing Indebtedness Incurred by a Restricted Subsidiary that is not organized in a jurisdiction that is the United States, any state thereof or the District of Columbia in reliance upon, and in compliance with, clauses (9) and (16) of Section 4.09; (xiv) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; (xv) restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; or (xvi) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clauses (i) to (xv) above, to the extent applicable; 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, taken as a whole, than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company Issuers shall not, and shall not permit any of their Restricted Subsidiary Subsidiaries to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (ai) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the Company an Issuer or a another Restricted Subsidiary, ; (bii) to make any loans or advances to the Company an Issuer or a another Restricted Subsidiary or or (ciii) to transfer any of its property or assets to the Company an Issuer or a another Restricted Subsidiary, except: : (ia) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other an agreement in effect at or entered into on the Issue Date; ; (iib) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company an Issuer and outstanding on such date (other than Indebtedness Incurred as consideration inin anticipation of, 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 of an Issuer or was acquired by the Company) and outstanding on such date; an Issuer); (iiic) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without violation of this Indenture or effecting a Refinancing refinancing of Indebtedness Incurred issued pursuant to an agreement referred to in clause clauses (ia) or (iib) of this Section 4.06 or this clause (iiic) or contained in any amendment to an agreement referred to in clause clauses (ia) or (iib) of this Section 4.06 or this clause (iiic); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of such agreement, refinancing agreement or amendment amendment, taken as a whole, are no less favorable to the Securityholders holders of the Securities in any material respect, as determined in good faith by the Board of Directors of the Issuers, than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; agreements in effect at, or entered into on, the Issue Date; (iv) any such 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; (vd) in the case of clause (ciii) aboveof this Section 4.08, any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of an Issuer or any Restricted Subsidiary not otherwise prohibited by this Indenture, (C) that is included in a licensing agreement to the extent such restrictions limit the transfer of the property subject to such licensing agreement or (D) arising or agreed to in the ordinary course of business and that does not, individually or in the aggregate, detract from the value of property or assets of an Issuer or any of its Restricted Subsidiaries in any manner material to an Issuer or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.08, restrictions contained in security agreements agreements, mortgages or mortgages similar documents securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreements agreements; (f) in the case of clause (iii) of this Section 4.08, any instrument governing or mortgagesevidencing Indebtedness of a Person acquired by an Issuer or any Restricted Subsidiary of an Issuer at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired; and provided, however, that such Indebtedness is not incurred in connection with or in contemplation of such acquisition; (vig) 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 in compliance with the terms of this Indenture pending the closing of such sale or disposition; and (h) encumbrances or restrictions arising or existing by reason of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (a1) to pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; provided that the priority that any series of Preferred Stock of a Restricted SubsidiarySubsidiary has in receiving dividends, (b) distributions or liquidating distributions before dividends, distributions or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make any dividends or distributions on Capital Stock for purposes of this covenant; (2) make loans or advances to the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any of its Restricted Subsidiaries to other Indebtedness incurred by the Company or any of its Restricted Subsidiaries shall not be deemed a Restricted Subsidiary restriction on the ability to make loans or advances); or (c3) to sell, lease or transfer any of its property properties or assets to the Company or a any of its Restricted SubsidiarySubsidiaries. (b) Section 4.12(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the Issue Date and any amendments, except: (i) any encumbrance restatements, modifications, renewals, supplements, refundings, replacements or restriction refinancings of those agreements; provided that the encumbrances or restrictions contained in the Priority Lien amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not in the good faith judgment of an officer of the Company materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date; (2) the Note Documents; (3) agreements governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein are, in the reasonable good faith judgment of an officer of the Company, either (a) not materially more restrictive, taken as a whole, than those contained in the Note Documents or the Credit Agreement or Note Documents as in effect on the Issue Date or pursuant (b) not reasonably likely to any other agreement in have a material adverse effect on the Issue Date; ability of the Company to make required payments on the Notes; (ii4) applicable law, rule, regulation or order; (5) any encumbrance instrument governing Indebtedness or restriction with respect to Capital Stock of a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was Person acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of its Restricted Subsidiaries as in effect at the funds time of such acquisition (except to the extent such Indebtedness or credit support utilized to consummateCapital Stock was incurred in connection with or in contemplation of such acquisition), 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; (iii) any encumbrance or restriction pursuant is not applicable to an agreement effecting a Refinancing any Person, or the properties or assets of Indebtedness Incurred pursuant to an agreement referred to in clause (i) any Person, other than the Person, or (ii) the property or assets of this Section 4.06 the Person, so acquired, and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii)refinancings thereof; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or amendment are no less favorable to refinancings are, in the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv) any such encumbrance or restriction consisting reasonable good faith judgment of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer an officer of the lease or Company, no more restrictive, taken as a whole, than those in effect on the property leased thereunderdate of the acquisition; (v) provided further, that, in the case of clause (c) aboveIndebtedness, restrictions contained in security agreements or mortgages securing such Indebtedness of a Restricted Subsidiary was permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (vi) 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 in compliance with by the terms of this Indenture to be incurred; (6) customary non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in licenses, easements or leases, in each case, entered into in the ordinary course of business; (7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.12(a)(3); (8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (9) Permitted Refinancing Indebtedness; provided that the closing restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are, in the reasonable good faith judgment of an officer of the Company, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being Refinanced; (10) Liens permitted to be incurred under the provisions of Section 4.10 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such sale agreements; (12) encumbrances or dispositionrestrictions applicable only to a Restricted Subsidiary that is not a Domestic Subsidiary; (13) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; and (14) customary encumbrances and restrictions contained in agreements of the types described in the definition of “Permitted Business Investments.”

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries 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 to: (a1) to pay dividends or make any other distributions in cash or otherwise on its Capital Stock to the Company or any Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company or a any Restricted Subsidiary, ; (b2) to make any loans or advances to the Company or a any Restricted Subsidiary Subsidiary; or (3) sell, lease or (c) to transfer any of its property or assets to the Company or a any Restricted Subsidiary, except: provided that (ix) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary, or any requirement that such loans or advances made to the Issuer or any Restricted Subsidiary cannot be secured, shall not be deemed to constitute such an encumbrance or restriction. (b) The provisions of Section 4.07(a) hereof will not prohibit: (1) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any Credit Facility or any other agreement or instrument, in each case, in effect at or entered into on the Original Issue Date, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Original Issue Date (iias determined in good faith by the Issuer); (2) [Reserved]; (3) encumbrances or restrictions existing under or by reason of this Indenture, the Notes, the Note Guarantees, the Senior Notes, the Senior Notes Indentures, the Holdco Notes, the Holdco Notes Guarantee, the Holdco Notes Indenture, the Existing Senior Secured Notes and the guarantees thereof, the New Credit Facility and the guarantees thereof, the Intercreditor Agreement, any Additional Intercreditor Agreement, and the Notes Security Documents; (4) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement or instrument of a Person or relating to any Capital Stock or Indebtedness Incurred by such Restricted Subsidiary of a Person, entered into on or prior to before the date on which (i) such Restricted Subsidiary Person was acquired by or merged, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary, (ii) such agreement or instrument is assumed by the Company or any Restricted Subsidiary in connection with an acquisition of assets or (iii) such Person became a Restricted Subsidiary (in each case, other than Capital Stock or Indebtedness Incurred 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 Person became a Restricted Subsidiary or was acquired by the CompanyCompany or was merged, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary) and outstanding on such date; provided that, for the purposes of this Section 4.07(b)(4), if another Person is the Successor Company, or any Subsidiary thereof, any agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by the Company or any Restricted Subsidiary when such Person becomes the Successor Company; (iii5) any encumbrance or restriction pursuant to an agreement or instrument effecting a Refinancing refunding, replacement or refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces an agreement or instrument referred to in Section 4.07(b)(1), Section 4.07(b)(3) or Section 4.07(b)(4) or this Section 4.07(b)(5) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an agreement referred to in clause (iSection 4.07(b)(1), Section 4.07(b)(3) or (iiSection 4.07(b)(4) of or this Section 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii4.07(b)(5); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment instrument are no less favorable in any material respect to the Securityholders Holders taken as a whole than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in the Initial Agreement or Initial Agreements to which such agreements; refinancing or amendment, supplement or other modification relates (ivas determined in good faith by the Issuer); (6) any such encumbrance or restriction consisting of restriction: (A) that restricts in a customary nonassignment provisions in leases governing leasehold interests to manner the extent such provisions restrict the subletting, assignment or transfer of the lease any property or asset that is subject to a lease, license or similar contract, or the property leased thereunder; assignment or transfer of any lease, license or other contract; (vB) in the case of clause (c) above, restrictions contained in mortgages, pledges or other security agreements permitted under this Indenture or mortgages securing Indebtedness of the Company or a Restricted Subsidiary permitted to be Incurred pursuant to under this Indenture to the extent such encumbrances or restrictions restrict the transfer of the property or assets subject to such mortgages, pledges or other security agreements; (C) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or mortgagesany Restricted Subsidiary; and or (viD) pursuant to the terms of any license, authorization, concession or permit; (7) any encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions on the property so acquired or any encumbrance or restriction pursuant to a joint venture agreement that imposes restrictions on the transfer of the assets of the joint venture; (8) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of such Restricted Subsidiary in compliance with (or the terms of this Indenture property or assets that are subject to such restriction) pending the closing of such sale or disposition; (9) customary provisions in leases, licenses, joint venture agreements and other similar agreements and instruments entered into in the ordinary course of business; (10) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation, governmental license or order, or required by any regulatory authority or stock exchange; (11) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (12) any encumbrance or restriction pursuant to Currency Agreements, Interest Rate Agreements or Commodity Hedging Agreements; (13) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the Original Issue Date pursuant to Section 4.04 hereof if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than (i) the encumbrances and restrictions contained in the New Credit Facility on the Original Issue Date, together with the security documents associated therewith, if any, and the Intercreditor Agreement, as in effect on or immediately prior to the Original Issue Date or (ii) is customary in comparable financings (as determined in good faith by the Issuer) and where, in the case of clause (ii), the Issuer determines at the time of issuance of such Indebtedness that such encumbrances or restrictions (x) will not adversely affect, in any material respect, the Issuer’s ability to make principal or interest payments on the Notes as and when they become due or (y) such encumbrances and restrictions apply only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (14) any encumbrance or restrictions arising in connection with any Purchase Money Note, other Indebtedness or a Qualified Receivables Financing that, in the good faith determination of an Officer or the Board of Directors of the Company, are necessary or advisable to effect such Qualified Receivables Financing; or (15) any encumbrance or restriction existing by reason of any Lien permitted under Section 4.06 hereof. (c) Any encumbrance or restriction subject to Section 4.07 that is created or becomes effective following the Original Issue Date but on or prior to the Issue Date shall be deemed to be incurred under the provisions of this Indenture corresponding to the provisions under which such encumbrance or restriction was originally created or became effective or subsequently reclassified under the Original 2026 Notes Indenture (as of the relevant date of determination thereunder and without re-testing compliance with such provisions as of the Issue Date), and to the extent such encumbrance or restriction would not be so permitted to be created or become effective under this Indenture, such encumbrance or restriction will be deemed to have been outstanding on the Original Issue Date, so that it is classified as permitted under Section 4.07(b)(1) hereof.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. ‌ (a) The Company shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:‌ (a1) to (A) pay dividends or make any other distributions on its Capital Stock to the Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness or other obligations owed to the Company Issuer or any Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to‌ dividends or liquidating distributions being paid on Common Stock shall not be deemed a Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock); (b2) to make any loans or advances to the Company Issuer or a any Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Issuer or any Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or‌ (c3) to sell, lease or transfer any of its property or assets to the Company Issuer or a any Restricted Subsidiary, except: Subsidiary (it being understood that such transfers shall not include any type of transfer described in clause (1) or (2) above).‌ (b) The provisions of Section 4.08(a) will not prohibit encumbrances or restrictions existing under or by reason of:‌ (i) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other (A) an agreement in effect at or entered into on the Issue Date; , including, without limitation this Indenture, the Notes, the Guarantees, the Second Lien Notes (and related documents, as may be amended, supplemented or modified from time to time and any renewal, increase, extension, refunding, restructuring, replacement or refinancing thereof in whole or in part), any Exchange Notes, any Guarantee of such Exchange Notes, the Collateral Documents, the Collateral Trust and Agency Agreement, and (B) any ABL Facility or Junior Lien Collateral Indebtedness entered into after the Issue Date that is otherwise in compliance with the terms of this Indenture;‌ (ii) any encumbrance or restriction with respect to a Restricted Subsidiary Person or assets pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary in effect on or prior to before the date on which such Person became a Restricted Subsidiary or was acquired by by, merged into or consolidated with the Company Issuer or a Restricted Subsidiary (other than Capital Stock or Indebtedness Incurred 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 Person became a Restricted Subsidiary or was acquired by, merged into or consolidated with the Issuer or in contemplation of the transaction) or such assets were acquired by the Company) Issuer or any Restricted Subsidiary; provided, that any such encumbrance or restriction shall not extend to any Person or the assets or property of the Issuer or any other Restricted Subsidiary other than the Person and outstanding on such date; its Subsidiaries or the assets and property so acquired and that, in the case of Indebtedness, was permitted to be Incurred pursuant to this Indenture;‌ (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv) any such 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; (v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (vi) 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 in compliance with the terms of this Indenture pending the closing of such sale or disposition.or‌

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) 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 or a Restricted SubsidiaryCompany, (b) to make any loans or advances to the Company or a Restricted Subsidiary or (c) to transfer any of its property or assets to the Company or a Restricted SubsidiaryCompany, except: : (i1) with respect to clauses (a), (b) and (c), (A) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other an agreement in effect at or entered into on the Issue Date; ; (iiB) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred 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; ; (iiiC) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (iSection 4.05(1)(A) or (iiB) of this Section 4.06 or this clause (iiiC) or contained in any amendment to an agreement referred to in clause (iSection 4.05(1)(A) or (iiB) of this Section 4.06 or this clause (iiiC); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; ; (ivD) any such 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; (v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (vi) 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 in compliance with the terms of this Indenture pending the closing of such sale or disposition; (E) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness, or any agreement pursuant to which such Indebtedness was issued; (F) provisions limiting the disposition or distribution of assets or property or transfer of Capital Stock in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, limited liability company organizational documents, and other similar agreements entered into in the ordinary course of business, consistent with past practice or with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets, property or Capital Stock that are the subject of such agreements; (G) restrictions on cash, Temporary Cash Investment or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; (H) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (I) any restriction arising under applicable law, regulation or order; and (J) restrictions or conditions, governing any Indebtedness incurred in connection with Permitted Securitizations which was permitted under Section 4.03(b)(13) if such restrictions or conditions apply only to the Receivables and the Related Assets that are the subject of the Permitted Securitization, and restrictions or conditions imposed on any SPE Subsidiary in connection with any Permitted Securitization; (2) with respect to clause (c) only, (A) 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; (B) 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 agreements or mortgages; (C) non-assignment provisions or subletting restrictions in contracts, leases and licenses entered into in the ordinary course of business; and (D) encumbrances on property that exist at the time the property was acquired by the Company or a Restricted Subsidiary, provided such encumbrances were not put in place in anticipation of such acquisition; and (3) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in paragraphs (1) and (2) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no 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 Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company or a any of its Restricted SubsidiarySubsidiaries, (b) to make any loans or advances to the Company or a any of its Restricted Subsidiary Subsidiaries or (c) to transfer any of its property or assets to the Company or a any of its Restricted SubsidiarySubsidiaries, except: : (i) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other applicable law, regulation, order or an agreement in effect at or entered into on the Issue Closing Date; ; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, 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 otherwise acquired by the Company) and outstanding on such date; ; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (c) (i) or (c) (ii) of this Section 4.06 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (ic)(i) or (iic)(ii) of this Section 4.06 4.05 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment relating to such Refinancing are no less favorable to the Securityholders Holders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; the agreements relating to the Indebtedness so Refinanced; (iv) any such encumbrance or restriction consisting of (1) that restricts in a customary nonassignment provisions in leases governing leasehold interests to manner the extent such provisions restrict the subletting, assignment or transfer of the lease any property or the property leased thereunder; asset that is subject to a lease, license or similar contract or (v2) in the case of clause (c) above, restrictions that is contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages; and agreements; (viv) any restriction with respect to a Restricted Subsidiary Subsidiary, any restriction 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 in compliance with the terms of this Indenture pending the closing of such sale or disposition; (vi) contracts for the sale of assets containing customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; (vii) agreements for the sale of assets containing customary restrictions with respect to such assets; (viii) restrictions relating to the common stock of Unrestricted Subsidiaries or Persons other than Subsidiaries; (ix) encumbrances or 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; (x) encumbrances or restrictions existing under or by reason of restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (xi) any encumbrance or restriction existing under or by reason of a Receivables Facility or other contractual requirements of a Receivables Facility permitted pursuant to Section 4.03; provided that such restrictions apply only to such Receivables Facility.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company Issuer shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a1) to pay dividends or make any other distributions on its Capital Stock to the Issuer or a Restricted Subsidiary or pay any Indebtedness owed to the Company Issuer or a Restricted Subsidiary, (b2) to make any loans or advances to the Company Issuer or a Restricted Subsidiary or (c3) to transfer any of its property or assets to the Company Issuer or a Restricted Subsidiary, except: . (ib) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other agreement in effect on the Issue Date; Section 4.09(a) shall not apply to: (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred 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; (iii1) any encumbrance or restriction pursuant to an agreement effecting in effect at or entered into on the Issue Date (as in effect on the Issue Date after giving effect to the issuance of the Notes on the Issue Date and the use of proceeds therefrom); (2) any agreement or obligation of a Refinancing Person acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness Incurred was permitted by the terms of this Indenture to be Incurred; (3) any encumbrance or restriction pursuant to an agreement referred of any Unrestricted Subsidiary at the time it is designated or is deemed to in clause (i) or (ii) of this Section 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii); providedbecome a Restricted Subsidiary, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv) any such which encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests is not applicable to the extent such provisions restrict the transfer of the lease any Person, or the property leased thereunder; properties or assets of any Person, other than the Unrestricted Subsidiary; (v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (vi4) any encumbrance or restriction with respect to an asset or a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of such asset or all or substantially all the Capital Stock or assets of such Restricted Subsidiary in compliance with the terms of this Indenture pending the closing of such sale or disposition.; (5) any encumbrance or restriction pursuant to applicable law, rule, regulation or order; (6) restrictions on cash, Cash Equivalents or other deposits or net worth imposed under contracts entered into in the ordinary course of business, including such restrictions imposed by customers or insurance, surety or bonding companies; (7) provisions contained in any license, permit or other accreditation with a regulatory authority relating to a Related Business and entered into in the ordinary course of business; (8) provisions in agreements or instruments which prohibit the payment or making of dividends or other distributions other than on a pro rata basis; (9) customary non-assignment provisions in contracts, licenses and other agreements (including, without limitation, leases) entered into in the ordinary course of business; (10) provisions limiting the disposition or distribution of assets or property in partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Board of Directors of the Issuer or otherwise in the ordinary course of business of the Issuer, which limitation is applicable only to the assets that are the subject of such agreements and any proceeds therefrom; (11) provisions contained in the Indenture Documents; (12) any agreement or instrument relating to other Indebtedness or Preferred Stock permitted to be incurred subsequent to the Issue Date under Section 4.10 if the encumbrances and restrictions are (i) not materially more restrictive than the terms of this Indenture as in effect on the Issue Date (as determined in good faith by an Officer of the Issuer) or (ii) customary for instruments of such type in the market at such time and will not materially adversely impact the ability of the Issuer to make required payments of principal, interest or premium or Additional Amounts, if any, on the Notes; (13) Liens permitted to be incurred under Section 4.13 that limit the right of the debtor to dispose of the assets subject to such Liens; (14) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on that property of the nature described in Section 4.09(a)(3); (15) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture; and (16) any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of an agreement referred to in clauses (1) through

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company or any of its Restricted Subsidiaries (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a Restricted Subsidiaryrestriction on the ability to make distributions on Capital Stock), (b) to make any loans or advances to the Company (it being understood that the subordination of loans or advances made to the Company to other Indebtedness Incurred by the Company shall not be deemed a Restricted Subsidiary restriction on the ability to make loans or advances) or (c) to transfer any of its property or assets to the Company or a any of its Restricted SubsidiarySubsidiaries, except: : (i) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to applicable law or any other applicable rule, regulation or order, or an agreement in effect at or entered into on the Issue Closing Date (including the Credit Agreement, this Indenture, the Security Documents (whether or not they become effective on or after the Closing Date; ) and the Senior Subordinated Notes Indentures); (ii) any encumbrance or restriction pursuant to a security agreement, pledge agreement or other document in connection with any Credit Agreement Obligation Incurred after the Closing Date; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness of such Restricted Subsidiary, in each case Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Capital Stock or Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company) and outstanding on such date; ; (iiiiv) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (ic)(i), (c)(ii) or (iic)(iii) of this Section 4.06 4.05 or this clause (iiic)(iv) or contained in any amendment to an agreement referred to in clause (ic)(i), (c)(ii) or (iic)(iii) of this Section 4.06 4.05 or this clause (iiic)(iv); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing Refinancing agreement or amendment are no less favorable to more restrictive, taken as a whole, than the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (iv) any such 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; ; (v) in the case of clause (c), any encumbrance or restriction (1) abovethat restricts in a customary manner the assignment of any lease, restrictions license or similar contract or the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (2) that is or was created by virtue of any transfer of, agreement to transfer or option or right with respect to any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, (3) contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict encumbrance or restriction restricts the transfer of the property subject to such security agreements agreements, or mortgages; (4) encumbrances or restrictions relating to Indebtedness permitted to be Incurred pursuant to Section 4.03(b)(vi) for property acquired in the ordinary course of business that only imposes encumbrances or restrictions on the property so acquired (it being agreed that any such encumbrance or restriction may also secure other Indebtedness permitted to be Incurred by the Company and provided by the same financing source providing the Indebtedness Incurred pursuant to Section 4.03(b)(vi)); (vi) any restriction with respect to a Restricted Subsidiary Subsidiary, any restriction 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 in compliance with the terms of this Indenture pending the closing of such sale or disposition; (vii) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (viii) Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided, that such restrictions apply only to such Securitization Entity; (ix) net worth provisions in leases and other agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business; and (x) any agreement or instrument governing Indebtedness (whether or not outstanding) of Foreign Subsidiaries of the Company permitted to be Incurred pursuant to Section 4.03(a) or Section 4.03(b)(x).

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall and any Permitted Affiliate Parent will not, and shall will not permit any Restricted Subsidiary (other than the Loan Parties) 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 (aother than the Loan Parties) to to: (1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company Company, any Permitted Affiliate Parent or a any Restricted Subsidiary, ; (b2) to make any loans or advances to the Company Company, any Permitted Affiliate Parent or a any Restricted Subsidiary or Subsidiary; or (c3) to transfer any of its property or assets to the Company Company, any Permitted Affiliate Parent or a any Restricted Subsidiary; provided that (x) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock and (y) the subordination of (including but 95007615_1 not limited to, the application of any standstill requirements to) loans or advances made to the Company, any Permitted Affiliate Parent or any Restricted Subsidiary to other Indebtedness Incurred by the Company, any Permitted Affiliate Parent or any Restricted Subsidiary, except: shall not be deemed to constitute such an encumbrance or restriction. (ib) Section 4.08(a) will not prohibit: (1) any encumbrance or restriction pursuant to an agreement in the Priority Lien Credit Agreement effect, entered into or Note Documents substantially agreed on the Issue Date 2021 Amendment Effective Date, including, without limitation, this Agreement, the other Loan Documents, the Collateral Documents and any related documentation (including the security documents securing the Indebtedness thereunder and the guarantees thereof), in each case, as in effect, or pursuant to any other agreement in effect substantially agreed, on the Issue 2021 Amendment Effective Date; ; (ii2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement or instrument of a Person relating to any Capital Stock or Indebtedness of a Person, Incurred by such Restricted Subsidiary on or prior to before the date on which such Restricted Subsidiary Person was acquired by or merged or consolidated with or into the Company Company, a Permitted Affiliate Parent or any Restricted Subsidiary or designated a Permitted Affiliate Parent, an Affiliate Subsidiary or a Restricted Subsidiary (or became a Restricted Subsidiary as a result thereof), or which such agreement or instrument is assumed by the Company, a Permitted Affiliate Parent or any Restricted Subsidiary in connection with an acquisition of assets (other than Capital Stock or Indebtedness Incurred 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 Person became a Restricted Subsidiary or was acquired by the Company, a Permitted Affiliate Parent or a Restricted Subsidiary or was merged or consolidated with or into the Company, a Permitted Affiliate Parent or any Restricted Subsidiary or in contemplation of such transaction) and outstanding on such date; provided that any such encumbrance or restriction shall not extend to any assets or property of the Company, a Permitted Affiliate Parent or any Restricted Subsidiary other than the assets and property so acquired; provided, further, that for the purposes of this Section 4.08(b)(2), if another Person is the Successor Company, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by the Company, a Permitted Affiliate Parent or any Restricted Subsidiary when such Person becomes the Successor Company; (iii3) any encumbrance or restriction pursuant to an agreement or instrument effecting a Refinancing refunding, replacement or refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement referred to in Section 4.08(b)(1) or Section 4.08(b)(2) or this Section 4.08(b)(3) or contained in any amendment, supplement, restatement or other modification to an agreement referred to in clause (iSection 4.08(b)(1) or (iiSection 4.08(b)(2) of or this Section 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii4.08(b)(3); provided, however, provided that the encumbrances and restrictions restrictions, taken as a whole, with respect to the Company, such Permitted Affiliate Parent or such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable in any material respect to the Securityholders Finance Parties than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; agreements referred to in Section 4.08(b)(1) or Section 4.08(b)(2) (iv) any such encumbrance as determined conclusively in good faith by the Board of Directors or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer senior management of the lease Company or the property leased thereunder; a Permitted Affiliate Parent); (v4) in the case of clause Section 4.08(a)(3), any encumbrance or restriction: (cA) abovethat restricts in a customary manner the subletting, restrictions assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract; (B) contained in security agreements or mortgages Liens permitted under this Agreement securing Indebtedness of the Company, a Permitted Affiliate Parent or a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; (C) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company, a Permitted Affiliate Parent or mortgagesany Restricted Subsidiary; or 95007615_1 (D) contained in operating leases for real property and restricting only the transfer of such real property upon the occurrence and during the continuance of a default in the payment of rent; (vi5) any encumbrance or restriction pursuant to (A) Purchase Money Obligations for property acquired in the ordinary course of business or (B) Capitalized Lease Obligations permitted under this Agreement, in each case, that either (i) impose encumbrances or restrictions of the nature described in Section 4.08(a)(3) on the property so acquired or (ii) are customary in connection with Purchase Money Obligations, Capitalized Lease Obligations and mortgage financings for property acquired in the ordinary course of business (as determined conclusively in good faith by the Board of Directors or senior management of the Company or a Permitted Affiliate Parent); (6) any encumbrance or restriction arising in connection with, or any contractual requirement incurred with respect to, any Purchase Money Note, other Indebtedness or a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Board of Directors or senior management of the Company or a Permitted Affiliate Parent, are necessary to effect such Qualified Receivables Transaction; (7) any encumbrance or restriction (A) with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement (or option to enter into such agreement) entered into for the direct or indirect sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary in compliance with (or the terms of this Indenture property or assets that are subject to such restriction) pending the closing of such sale or dispositiondisposition or (B) arising by reason of contracts for the sale of assets, including customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale and disposition of all or substantially all assets of such Subsidiary or conditions imposed by governmental authorities or otherwise resulting from dispositions required by governmental authorities; (8) (A) customary provisions in leases, asset sale agreements, joint venture agreements and other agreements and instruments entered into by the Company, a Permitted Affiliate Parent or any Restricted Subsidiary in the ordinary course of business or (B) in the case of a joint venture or a Subsidiary that is not a Wholly Owned Subsidiary, encumbrances, restrictions and conditions imposed by its organizational documents or any related shareholders, joint venture or other agreements (including restrictions on the payment of dividends or other distributions); (9) encumbrances or restrictions arising or existing by reason of applicable Law or any applicable rule, regulation, governmental license, order, concession, franchise, or permit or required by any regulatory authority; (10) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (11) any encumbrance or restriction pursuant to Currency Agreements, Commodity Agreements or Interest Rate Agreements; (12) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the 2021 Amendment Effective Date pursuant Section 4.09 if (A) the encumbrances and restrictions taken as a whole are not materially less favorable to the Finance Parties than the encumbrances and restrictions contained in this Agreement, the other Loan Documents, and any related documentation, in each case, as in effect on the 2021 Amendment Effective Date (as determined conclusively in good faith by the Board of Directors or senior management of the Company or a Permitted Affiliate Parent) or (B) such encumbrances and restrictions taken as a whole are not materially more disadvantageous to the Finance Parties than is customary in comparable financings (as determined conclusively in good faith by the Board of Directors or senior management of the Company or a Permitted Affiliate Parent) and, in each case, either (i) the Company or a Permitted Affiliate Parent reasonably believes that such encumbrances and restrictions will not materially affect the Borrowers’ ability to make principal or interest payments on 95007615_1 the Loans as and when they come due or (ii) such encumbrances and restrictions apply only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (13) any encumbrance or restriction arising by reason of customary non-assignment provisions in agreements; and (14) any encumbrance or restriction pursuant to any Intercreditor Agreement.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall 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 to: (a1) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company or a any Restricted Subsidiary, ; (b2) to make any loans or advances to the Company or a any Restricted Subsidiary or Subsidiary; or (c3) to transfer any of its property or assets to the Company or a any Restricted Subsidiary, except: . The preceding provisions will not prohibit: (i) any encumbrance or restriction pursuant to this Indenture or an agreement in effect at or entered into on the Priority Lien date of this Indenture (including, without limitation, this Indenture and the Credit Agreement in effect on such date) or any encumbrance or restriction pursuant to any Indebtedness Incurred after the Issue Date no more restrictive, taken as a whole, than the encumbrances or restrictions pursuant to the Credit Agreement or Note Documents on the Issue Date or pursuant to any other agreement in effect on the Issue Date; this Indenture; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such a Restricted Subsidiary on or prior to before the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred 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 CompanyCompany or in contemplation of such transaction) and outstanding on such date; ; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a Refinancing of Indebtedness or Indebtedness under the Credit Agreement Incurred to refinance Indebtedness pursuant to an agreement referred to in clause (i) or (ii) of this Section 4.06 paragraph or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 paragraph or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable favorable, taken as a whole, in any material respect to the Securityholders holders of the Notes than the encumbrances and restrictions with respect contained in such agreements referred to in clauses (i) and (ii) of this paragraph on the Issue Date or the date such Restricted Subsidiary contained became a Restricted Subsidiary, whichever is applicable or are ordinary and customary for a financing of that type and would not materially adversely affect our ability to make payments on the Notes (in such agreements; each case as determined in good faith by the Board of Directors of the Company); (iv) any such 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; (v) in the case of clause (c3) aboveof the first paragraph of this Section 4.15, restrictions any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract; (B) contained in mortgages, pledges or other security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; or (C) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or mortgages; and any Restricted Subsidiary; (v) purchase money obligations for property acquired in the ordinary course of business that impose encumbrances or restrictions of the nature described in clause (3) of the first paragraph of this Section 4.15 on the property so acquired; (vi) any restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary in compliance with (or the terms of this Indenture property or assets that are subject to such restriction) pending the closing of such sale or disposition; (vii) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (viii) any restriction with respect to a Restricted Subsidiary contained in any agreement or instrument governing Capital Stock (other than Disqualified Stock) of any Restricted Subsidiary that is in effect on the date such Restricted Subsidiary is acquired by the Company (and is not incurred in contemplation of such acquisition); (ix) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (x) any agreement or instrument placing contract restrictions or restrictions applicable only to a Securitization Entity effected in connection with or Liens on receivables or related assets which are the subject of, a Permitted Securitization Transaction.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The (a) Following the Completion Date, the Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries 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 to: (a1) to pay dividends or make any other distributions in cash or otherwise on its Capital Stock to the Company or any Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company or a any Restricted Subsidiary, ; (b2) to make any loans or advances to the Company or a any Restricted Subsidiary Subsidiary; or (3) sell, lease or (c) to transfer any of its property or assets to the Company or a any Restricted Subsidiary, except: provided that (ix) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed to constitute such an encumbrance or restriction. (b) The provisions of Section 4.07(a) hereof will not prohibit: (1) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any Credit Facility or any other agreement or instrument, in each case, in effect at or entered into on the Issue Completion Date, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Completion Date (iias determined in good faith by the Company); (2) [Reserved]; (3) encumbrances or restrictions existing under or by reason of this Indenture, the Notes, the Existing Senior Notes, Existing Senior Notes Indentures, the Senior Secured Notes and the guarantees thereof, the Senior Secured Notes Indenture, the Holdco Notes, the Holdco Notes Guarantee, the Holdco Notes Indenture, the Existing Credit Facility and the guarantees thereof, the New Credit Facility and the guarantees thereof, the Intercreditor Agreement (or any additional intercreditor agreement) and the Senior Secured Notes Security Documents; (4) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement or instrument of a Person or relating to any Capital Stock or Indebtedness Incurred by such Restricted Subsidiary of a Person, entered into on or prior to before the date on which (i) such Restricted Subsidiary Person was acquired by or merged, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary, (ii) such agreement or instrument is assumed by the Company or any Restricted Subsidiary in connection with an acquisition of assets or (iii) such Person became a Restricted Subsidiary (in each case, other than Capital Stock or Indebtedness Incurred 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 Person became a Restricted Subsidiary or was acquired by the CompanyCompany or was merged, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary) and outstanding on such date; provided that, for the purposes of this Section 4.07(b)(4), if another Person is the Successor Company, or any Subsidiary thereof, any agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by the Company or any Restricted Subsidiary when such Person becomes the Successor Company; (iii5) any encumbrance or restriction pursuant to an agreement or instrument effecting a Refinancing refunding, replacement or refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces an agreement or instrument referred to in Section 4.07(b)(1), Section 4.07(b)(3) or Section 4.07(b)(4) hereof or this Section 4.07(b)(5) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an agreement referred to in clause (iSection 4.07(b)(1), Section 4.07(b)(3) or (iiSection 4.07(b)(4) of hereof or this Section 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii4.07(b)(5); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment instrument are no less favorable in any material respect to the Securityholders Holders taken as a whole than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in the Initial Agreement or Initial Agreements to which such agreements; refinancing or amendment, supplement or other modification relates (ivas determined in good faith by the Company); (6) any such encumbrance or restriction consisting of restriction: (A) that restricts in a customary nonassignment provisions in leases governing leasehold interests to manner the extent such provisions restrict the subletting, assignment or transfer of the lease any property or asset that is subject to a lease, license or similar contract, or the property leased thereunder; assignment or transfer of any lease, license or other contract; (vB) in the case of clause (c) above, restrictions contained in mortgages, pledges or other security agreements permitted under this Indenture or mortgages securing Indebtedness of the Company or a Restricted Subsidiary permitted to be Incurred pursuant to under this Indenture to the extent such encumbrances or restrictions restrict the transfer of the property or assets subject to such mortgages, pledges or other security agreements; (C) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or mortgagesany Restricted Subsidiary; and or (viD) pursuant to the terms of any license, authorization, concession or permit; (7) any encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions on the property so acquired or any encumbrance or restriction pursuant to a joint venture agreement that imposes restrictions on the transfer of the assets of the joint venture; (8) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of such Restricted Subsidiary in compliance with (or the terms of this Indenture property or assets that are subject to such restriction) pending the closing of such sale or disposition; (9) customary provisions in leases, licenses, joint venture agreements and other similar agreements and instruments entered into in the ordinary course of business; (10) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation, governmental license or order, or required by any regulatory authority or stock exchange; (11) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (12) any encumbrance or restriction pursuant to Currency Agreements, Interest Rate Agreements or Commodity Hedging Agreements; (13) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the Completion Date pursuant to Section 4.04 hereof if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than (i) the encumbrances and restrictions contained in the Existing Credit Facility or the New Credit Facility on the Completion Date, together with the security documents associated therewith, if any, and the Intercreditor Agreement, as in effect on or immediately prior to the Completion Date or (ii) is customary in comparable financings (as determined in good faith by the Company) and where, in the case of clause (ii), the Company determines at the time of issuance of such Indebtedness that such encumbrances or restrictions (x) will not adversely affect, in any material respect, the Company’s ability to make principal or interest payments on the Notes as and when they become due or (y) such encumbrances and restrictions apply only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (14) any encumbrance or restrictions arising in connection with any Purchase Money Note, other Indebtedness or a Qualified Receivables Financing that, in the good faith determination of an Officer or the Board of Directors of the Company , are necessary or advisable to effect such Qualified Receivables Financing; or (15) any encumbrance or restriction existing by reason of any Lien permitted under Section 4.06 hereof. (c) Any encumbrance or restriction subject to Section 4.07 that is created or becomes effective following the Completion Date but on or prior to the Issue Date shall be deemed to be incurred under the provisions of this Indenture corresponding to the provisions under which such encumbrance or restriction was originally created or became effective or subsequently reclassified under the Original 2025 Notes Indenture (as of the relevant date of determination thereunder and without re-testing compliance with such provisions as of the Issue Date), and to the extent such encumbrance or restriction would not be so permitted to be created or become effective under this Indenture, such encumbrance or restriction will be deemed to have been outstanding on the Completion Date, so that it is classified as permitted under Section 4.07(b)(1) hereof.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiary to, Subsidiaries to create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (a) to pay dividends or dividends, make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the Company or any of its Restricted Subsidiaries; provided, that the priority of any Preferred Stock in receiving dividends being paid on common stock shall not be deemed a Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock; (b) to make any loans or advances to the Company or a any of its Restricted Subsidiary or Subsidiaries; or (c) to sell, lease or transfer any of its property or assets to the Company or a any of its Restricted Subsidiary, except: Subsidiaries; except (iin each case) for such encumbrances or restrictions existing under or by reason of: (1) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other an agreement in effect on the Issue Date; , including those arising under or in connection with the Senior Credit Facility; (ii2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such a Restricted Subsidiary on or prior to the date on which such that Restricted Subsidiary was acquired by the Company (or any of its Restricted Subsidiaries, other than Indebtedness Incurred 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 that Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; Company or any of its Restricted Subsidiaries; (iii3) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a Refinancing refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause clauses (i1) or (ii2) of this Section 4.06 or this clause (iii3) or contained in any amendment, supplement or modification, including an amendment and restatement, to an agreement referred to in clause clauses (i1) or (ii2) of this Section 4.06 or this clause (iii3); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment taken as a whole are no less favorable to the Securityholders Holders in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; agreements prior to such amendment, supplement, modification or refinancing, as the case may be; (iv) any such 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; (v4) in the case of clause this Section 4.5(c) any encumbrance or restriction: (cA) abovethat restricts in a customary manner the subletting, restrictions assignment or transfer of any property or asset that is subject to a lease, license, or similar contract, (B) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any of its Restricted Subsidiaries not otherwise prohibited by this Indenture, or (C) contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such encumbrance or restrictions restrict the transfer of the property subject to such those security agreements agreements; (5) any restriction imposed by applicable law, rule, regulation or mortgages; and order; (vi6) 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 of the Capital Stock or assets of such that Restricted Subsidiary pending the closing of the sale or disposition; (7) purchase obligations for property acquired in compliance the ordinary course of business that impose certain restrictions of the nature described in this clause (c) of this Section 4.5 on the property so acquired; (8) provisions limiting the disposition or distribution of assets or property or transfer of Capital Stock in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, and other similar agreements that are otherwise entered into in accordance with the terms of this Indenture pending and (A) in the closing ordinary course of business or (B) with the approval of the Board of Directors of the Company, which limitation is applicable only to the assets, property or Capital Stock that are the subject of such sale agreements; (9) encumbrances on property that exist at the time the property was acquired by the Company or dispositiona Restricted Subsidiary; (10) Hedging Obligations Incurred from time to time; (11) any Permitted Investment; (12) this Indenture, the Securities and the Subsidiary Guarantees; (13) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings amendments or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (12) of this Section 4.5(c); provided that such amendments or refinancings are not materially more restrictive, taken as a whole, than such encumbrances and restrictions prior to such amendment or refinancing; and (14) pursuant to other Indebtedness, Disqualified Capital Stock or Preferred Stock of the Company or any of its Restricted Subsidiaries permitted to be Incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 4.3 hereof; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Company’s ability to make anticipated principal and interest payments on the Securities (as determined by the Company in good faith). (d) Nothing contained in this Section 4.5 shall prevent the Company or any of its Restricted Subsidiaries from creating, incurring, assuming or suffering to exist any Lien created, incurred, assumed or suffered to exist in accordance with the other terms of this Indenture.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) 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 or a Restricted SubsidiaryCompany, (b) to make any loans or advances to the Company or a Restricted Subsidiary or (c) to transfer any of its property or assets to the Company or a Restricted SubsidiaryCompany, except: : (i) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other an agreement in effect at or entered into on the Issue Date; ; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness or Preferred Stock Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company (other than Indebtedness or Preferred Stock Incurred 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; ; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness or Preferred Stock Incurred pursuant to an agreement referred to in clause (i) or (ii) of this Section 4.06 covenant or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 covenant or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are in the aggregate no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; ; (iv) any such 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; ; (v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and ; (vi) 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 in compliance with the terms of this Indenture pending the closing of such sale or disposition; and (vii) any such restriction applicable to a Restricted Subsidiary contained in agreements evidencing or relating to Purchase Money Indebtedness of such Restricted Subsidiary.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall and any Permitted Affiliate Parent will not, and shall will not permit any Restricted Subsidiary (other than the Borrowers) 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 (aother than the Borrowers) to to: (1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company Company, a Permitted Affiliate Parent or a any Restricted Subsidiary, ; (b2) to make any loans or advances to the Company Company, a Permitted Affiliate Parent or a any Restricted Subsidiary or Subsidiary; or (c3) to transfer any of its property or assets to the Company Company, a Permitted Affiliate Parent or any Restricted Subsidiary; provided that (x) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock and (y) the subordination of (including but not limited to, the application of any standstill requirements to) loans or advances made to the Company, a Permitted Affiliate Parent or any Restricted Subsidiary to other Indebtedness Incurred by the Company, a Permitted Affiliate Parent or any Restricted Subsidiary, except: shall not be deemed to constitute such an encumbrance or restriction. 203 (ib) The preceding provisions will not prohibit: (1) any encumbrance or restriction pursuant to an agreement in the Priority Lien Credit Agreement effect at or Note Documents entered into on the Issue Date or pursuant to Amendment Effective Date, including, without limitation, this Agreement, the Columbus Senior Notes Indenture, the 2019 Sterling Bonds Trust Deed, the Existing Senior Notes Indenture, the Existing Intercreditor Agreement, the other Loan Documents, the Collateral Documents thereunder and any other agreement related documentation, in each case, as in effect on the Issue Amendment Effective Date; ; (ii2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement or instrument of a Person relating to any Capital Stock or Indebtedness of a Person, Incurred by such Restricted Subsidiary on or prior to before the date on which such Restricted Subsidiary Person was acquired by or merged or consolidated with or into the Company Company, a Permitted Affiliate Parent or any Restricted Subsidiary, or on which such agreement or instrument is assumed by the Company, a Permitted Affiliate Parent or any Restricted Subsidiary in connection with an acquisition of assets (other than Capital Stock or Indebtedness Incurred 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 Person became a Restricted Subsidiary or was acquired by the Company, a Permitted Affiliate Parent or a Restricted Subsidiary or was merged or consolidated with or into the Company, a Permitted Affiliate Parent or any Restricted Subsidiary or in contemplation of such transaction) and outstanding on such date; , provided that any such encumbrance or restriction shall not extend to any assets or property of the Company, a Permitted Affiliate Parent or any other Restricted Subsidiary other than the assets and property so acquired and provided, further, that for the purposes of this Section 4.08(b)(2), if another Person is the Successor Company, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by the Company, a Permitted Affiliate Parent or any Restricted Subsidiary when such Person becomes the Successor Company; (iii3) any encumbrance or restriction pursuant to an agreement or instrument effecting a Refinancing refunding, replacement or refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement referred to in Section 4.08(b)(1) or Section 4.08(b)(2) or this Section 4.08(b)(3) or contained in any amendment, supplement, restatement or other modification to an agreement referred to in clause (iSection 4.08(b)(1) or (iiSection 4.08(b)(2) of or this Section 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii4.08(b)(3); provided, however, that the encumbrances and restrictions restrictions, taken as a whole, with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable in any material respect to the Securityholders Finance Parties than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; agreements referred to in Section 4.08(b)(1) or Section 4.08(b)(2) (iv) any such encumbrance as determined conclusively in good faith by the Board of Directors or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer senior management of the lease Company or the property leased thereunder; a Permitted Affiliate Parent); (v4) in the case of clause Section 4.08(a)(3), any encumbrance or restriction: (cA) abovethat restricts in a customary manner the subletting, restrictions assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract; (B) contained in security agreements or mortgages Liens permitted under this Agreement securing Indebtedness of the Company, a Permitted Affiliate Parent or a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; (C) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company, a Permitted Affiliate Parent or mortgagesany Restricted Subsidiary; or (D) contained in operating leases for real property and restricting only the transfer of such real property upon the occurrence and during the continuance of a default in the payment of rent; (vi5) any encumbrance or restriction pursuant to (A) Purchase Money Obligations for property acquired in the ordinary course of business or (B) Capitalized Lease Obligations permitted under this Agreement, in each case, that either (i) impose encumbrances or restrictions of the nature described 204 in Section 4.08(a)(3) on the property so acquired or (ii) are customary in connection with Purchase Money Obligations, Capitalized Lease Obligations and mortgage financings for property acquired in the ordinary course of business; (6) any encumbrance or restriction arising in connection with any Purchase Money Note, other Indebtedness or a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Board of Directors or senior management of the Company or a Permitted Affiliate Parent, are necessary to effect such Qualified Receivables Transaction; (7) any encumbrance or restriction (A) with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement (or option to enter into such contract) entered into for the direct or indirect sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary in compliance with (or the terms of this Indenture property or assets that are subject to such restriction) pending the closing of such sale or dispositiondisposition or (B) arising by reason of contracts for the sale of assets, including customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale and disposition of all or substantially all assets of such Subsidiary or conditions imposed by governmental authorities or otherwise resulting from dispositions required by governmental authorities; (8) (A) customary provisions in leases, asset sale agreements, joint venture agreements and other agreements and instruments entered into by the Company, a Permitted Affiliate Parent or any Restricted Subsidiary in the ordinary course of business or (B) in the case of a Subsidiary that is not a Wholly-Owned Subsidiary, encumbrances, restrictions and conditions imposed by its organizational documents or any related shareholders, joint venture or other agreements (including restrictions on the payment of dividends or other distributions); (9) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation, governmental license, order, concession, franchise, or permit or required by any regulatory authority; (10) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (11) any encumbrance or restriction pursuant to Currency Agreements, Commodity Agreements or Interest Rate Agreements; (12) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the Amendment Effective Date pursuant Section 4.09 if (A) the encumbrances and restrictions taken as a whole are not materially less favorable to the Finance Parties than the encumbrances and restrictions contained in this Agreement, the Existing Intercreditor Agreement, the other Loan Documents, and any related documentation, in each case, as in effect on the Amendment Effective Date (as determined conclusively in good faith by the Board of Directors or senior management of the Company or a Permitted Affiliate Parent) or (B) such encumbrances and restrictions taken as a whole are customary in comparable financings (as determined conclusively in good faith by the Board of Directors or senior management of the Company or a Permitted Affiliate Parent) and, in each case, either (i) the Company or a Permitted Affiliate Parent reasonably believes that such encumbrances and restrictions will not materially affect the Borrowers’ ability to make principal or interest payments on the Loans as and when they come due or (ii) such encumbrances and restrictions apply only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (13) any encumbrance or restriction arising by reason of customary non-assignment provisions in agreements; and (14) any encumbrance or restriction pursuant to the New Intercreditor Agreement or an agreement or instrument entered into in connection with the Group Refinancing Transactions (including, without limitation, any indenture governing the New Senior Notes).

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The (a) From and after the Merger and Release, the Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability right of any Restricted Subsidiary to: (a1) 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 any other Restricted Subsidiary, (2) pay any Indebtedness Debt or other obligation owed to the Company or a any other Restricted Subsidiary, , (b3) to make any loans or advances to the Company or a any other Restricted Subsidiary or Subsidiary, or (c4) to transfer any of its property or assets Property to the Company or a any other Restricted Subsidiary. (b) The foregoing limitations will not apply: (1) with respect to Sections 4.13(a)(1), except: (i2), (3) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant and (4) , to any other agreement restrictions: (A) in effect on the Issue Date; Date (iias such restrictions may be amended from time to time, other than any such amendment that would adversely affect the interests of the Holders of the Senior Notes); (B) any encumbrance imposed by the Senior Notes or restriction this Indenture (or the Senior Subordinated Notes or the indenture related thereto), or by indentures governing other Debt the Company Incurs (and, if such Debt is guaranteed, by the guarantors of such Debt) ranking on a parity with the Senior Notes or the Senior Subordinated Notes, provided that the restrictions imposed by such indentures are no more restrictive than the restrictions imposed by this Indenture; (C) imposed by the Credit Facility with respect to Debt permitted to be Incurred on or subsequent to the date of this Indenture pursuant to Section 4.09(c)(1); (D) 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 on if such restriction was not created in connection with or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred 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; (E) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a that result from the Refinancing of Indebtedness Debt Incurred pursuant to an agreement referred to in clause (iSection 4.13(a)(1) or (ii4) of this Section 4.06 or this clause (iii) or contained 4.13 above; provided such restriction is no less favorable in any amendment material respect to an the Holders of Senior Notes than those under the agreement referred evidencing the Debt so Refinanced when taken as a whole; (F) restrictions on cash or other deposits or net worth imposed by leases or other agreements entered into in the ordinary course of business; (G) any encumbrances or restrictions required by any governmental, local or regulatory authority having jurisdiction over the Company or any of its Restricted Subsidiaries or any of their businesses in connection with any development grant made or other assistance provided to the Company or any of its Restricted Subsidiaries by such governmental authority; (H) customary provisions in clause (i) joint venture or (ii) of this Section 4.06 similar agreements or this clause (iii)other arrangements with minority investors in Restricted Subsidiaries; provided, however, that such encumbrance or restriction is applicable only to such Restricted Subsidiary; and provided, further, that (i) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Senior Notes than is customary in comparable agreements and (ii) 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 Senior Notes; (I) with respect to a Securitization Entity in connection with a Qualified Securitization Transaction; provided, however, that such encumbrances and restrictions are customarily required by the institutional sponsor or arranger of such Qualified Securitization Transaction in similar types of documents relating to the purchase of similar receivables in connection with the financing thereof; (J) 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 less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv) any such 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; (v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (vi) 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 of such Restricted Subsidiary Subsidiary; or (K) customary restrictions imposed on the transfer of copyrighted or patented materials or other intellectual property and customary provisions in compliance with agreements that restrict the terms of this Indenture pending the closing assignment of such sale agreements or dispositionany rights thereunder; (2) with respect to Section 4.12(a)(4) only, to restrictions: (A) relating to Debt that is permitted to be Incurred and secured without also securing the Senior Notes pursuant to Section 4.11 that 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 relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition, (C) resulting from customary provisions restricting subletting of assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder, (D) imposed by virtue of any transfer of, agreement to transfer, option or right with respect to or Lien on, any Property of the Company or the relevant Restricted Subsidiary not otherwise prohibited by this Indenture, or (E) 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 Restrictions on Distributions from Restricted Subsidiaries. (a) The Company Parent Guarantor shall not, and shall not permit any of its Restricted Subsidiary to, Subsidiaries to create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to: (ai) to pay dividends or make any other distributions on its Capital Stock to the Parent Guarantor or any Restricted Subsidiary; (ii) pay any Indebtedness owed to the Company Parent Guarantor or a any Restricted Subsidiary, ; (biii) to make any loans or advances to the Company Parent Guarantor or a any Restricted Subsidiary or Subsidiary; or (civ) to transfer any of its property properties or assets to the Company Parent Guarantor or a any Restricted Subsidiary; provided, except: that (x) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock or ordinary shares and (y) the subordination of (including the application of any payment blockage, standstill or turnover requirements) loans or advances made to the Parent Guarantor or any Restricted Subsidiary to other Indebtedness Incurred by the Parent Guarantor or any such Restricted Subsidiary shall not be deemed to constitute such an encumbrance or restriction. (b) The provisions of Section 4.15(a) above shall not prohibit encumbrances or restrictions existing under, by reason of or with respect to: (i) any encumbrance applicable law, rule, regulation, order or restriction in the Priority Lien Credit Agreement governmental license, permit or Note Documents on the Issue Date or pursuant to any other concession; (ii) an agreement in effect at or entered into on the Issue Utilization Date; (iii) an agreement or instrument (a "Refinancing Agreement") effecting a Refinancing of Indebtedness or Disqualified Stock incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument or obligation in effect or entered into on the Utilization Date (an "Initial Agreement") or contained in any amendment, supplement or other modifications to an Initial Agreement (an "Amendment"); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Amendment are not materially less favorable to the Holders taken as a whole than the encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement relates (iias determined in good faith by the Parent Guarantor); (iv) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company Parent Guarantor (other than Indebtedness Incurred 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 CompanyParent Guarantor) and outstanding on such date; (v) any agreement or instrument (A) relating to any Indebtedness or Disqualified Stock permitted to be Incurred subsequent to the Utilization Date pursuant to the provisions of Section 4.06 (i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders than the encumbrances and restrictions contained in the Super-Priority Subscription Agreement Documents (as determined in good faith by the Parent Guarantor) or (ii) if the encumbrances and restrictions, taken as a whole, are not more disadvantageous to the Holders than is customary in comparable financings (as determined in good faith by the Parent Guarantor) and either (x) the Parent Guarantor determines that such encumbrance or restriction will not adversely affect the Parent Guarantor's ability to make principal and interest payments on the Notes as and when they come due or (y) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness; (iiiB) constituting an intercreditor agreement on terms substantially equivalent to the Intercreditor Agreement; or (C) relating to any loan or advance by the Parent Guarantor to a Restricted Subsidiary subsequent to the Utilization Date, provided that with respect to clause (C) the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders than the encumbrances and restrictions contained in the Senior Credit Agreement and the Intercreditor Agreement (as in effect on the Utilization Date); (vi) a Restricted Subsidiary pursuant to an agreement (x) entered into for the sale or other disposition of Capital Stock or assets of such Restricted Subsidiary (including by way of merger or consolidation) pending the closing of such sale or disposition or (y) relating to the distribution or disposition of assets in a joint venture; (vii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (ix) on cash or other deposits or net worth imposed by customers or suppliers or (iiy) of this permitted under Section 4.06 or this clause 4.08; (iiiviii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv) any such encumbrance or restriction consisting of customary nonassignment non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; thereunder or the subletting of such property; (vix) in the case any escrow agreement, pledge of clause (c) aboveproceeds of Asset Dispositions, restrictions contained in security agreements agreement or mortgages mortgage securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict encumbrance or restriction restricts the transfer of the property subject to such escrow agreement, pledge of proceeds of Asset Dispositions, security agreements or mortgages; and ; (vix) any restriction with respect agreement relating to Purchase Money Indebtedness for property acquired and Capital Lease Obligations of a Restricted Subsidiary imposed type described in subsection (a)(iv) above that impose restrictions on the property so acquired; and (xi) 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 in compliance with the terms of this Indenture pending the closing of such sale or dispositionHedging Obligations.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and 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, or enter into any agreement with any Person that would cause to become effective, any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) 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 Indebtedness owed or other obligation owed, to the Company or a any other Restricted Subsidiary, (b) to make any loans or advances to the Company or a any other Restricted Subsidiary or (c) to transfer any of its property or assets Property to the Company or a any other Restricted Subsidiary. Such limitation will not apply (1) with respect to clauses (a), except: (b) and (c), to encumbrances and restrictions (i) in existence under or by reason of any encumbrance or restriction agreements (not otherwise described in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other agreement clause (iii)) in effect on the Issue Date; , (ii) any relating to Indebtedness of a Restricted Subsidiary and existing at such Restricted Subsidiary at the time it became a Restricted Subsidiary if such encumbrance or restriction was not created in connection with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred 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; , (iii) any encumbrance or restriction pursuant to an (x) the Credit Facility as in effect on the Issue Date and (y) any agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to which amends, extends, renews, refinances, replaces or refunds the Credit Facility, PROVIDED, HOWEVER, that in clause (i) or (ii) the case of this Section 4.06 subclause (y), such restrictions or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Securityholders holders of the Notes than those restrictions or encumbrances pursuant to the Credit Facility as in effect on the Issue Date; PROVIDED, FURTHER, HOWEVER, that in the case of subclauses (x) and restrictions with (y), the provisions of the Credit Facility (A) permit (whether explicitly or as a result of the relative maturities of the Credit Facility and the Notes) distributions to the Company for the purpose of, and in an amount sufficient to fund, the payment of principal due at Stated Maturity and interest in respect of the Notes (PROVIDED, in either case, that such payment is due or to become due within 30 days from the date of such distribution) at a time when there does not exist an event which after notice or passage of time or both would permit the lenders under the Credit Facility to declare all amounts thereunder due and payable, and (B) provide that in no event shall any encumbrance or restriction pursuant to the Credit Facility prohibit distributions for Indebtedness on the Notes for more than 180 days in any consecutive 360 day period, unless (1) there exists a default under the Credit Facility resulting from any payment default under the Credit Facility when due or (2) the maturity of the Credit Facility has been accelerated, or (iv) which result from the extension renewal, refinancing, replacement, refunding or amendment of an agreement referred to in the immediately preceding clauses (1)(i) and (ii) above and in clauses (2)(i) and (ii) below, PROVIDED, such encumbrance or restriction is no more restrictive to such Restricted Subsidiary contained in such agreements; and is not materially less favorable to the holders of Notes than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced, replaced, refunded or amended, and (iv2) with respect to clause (c) only, to (i) any encumbrance or restriction relating to Indebtedness that is permitted to be Incurred and secured pursuant to Sections 4.11 and 4.16 that limits the right of the debtor to dispose of the assets or Property securing such Indebtedness, (ii) any encumbrance or restriction in connection with an acquisition of Property, so long as such encumbrance or restriction consisting relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition, (iii) customary nonassignment provisions restricting subletting or assignment of leases of the Company or any Restricted Subsidiary and customary provisions in leases governing leasehold interests to the extent other agreements that restrict assignment of such provisions restrict agreements or rights thereunder or (iv) customary restrictions contained in asset sale agreements limiting the transfer of the lease or the property leased thereunder; (v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (vi) 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 in compliance with the terms of this Indenture pending the closing of such sale or dispositionsale.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ai) to pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company or a Restricted Subsidiary, (bii) to make any loans or advances to the Company or a any other Restricted Subsidiary or (ciii) to transfer any of its property or assets to the Company or a any other Restricted Subsidiary, except: except for such encumbrances or restrictions existing under or by reason of (ia) any encumbrance (x) this Indenture, the Credit Facility or restriction the indenture governing the Senior Discount Notes, in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other agreement each case as in effect on the Issue Date; (ii) , and any encumbrance amendments, restatements, renewals, replacements or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred 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; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii)refinancings thereof; provided, however, that any such amendments, restatements, renewals, replacements or refinancings to or under the encumbrances and restrictions Credit Facility or the indenture governing the Senior Discount Notes are not materially more restrictive, when taken as a whole, with respect to such dividend and other payment restrictions, to the Company or any Restricted Subsidiary than those contained in the Credit Facility or such indenture, as the case may be, (or, if more restrictive, than those contained in this Indenture) immediately prior to any such refinancing agreement amendment, restatement, renewal, replacement or amendment refinancing, or (y) the indenture relating to any Public Debt issued after the date hereof, which encumbrances or restrictions are no less favorable to the Securityholders than encumbrances and restrictions not materially more restrictive, when taken as a whole, with respect to such dividend and other payment restrictions, to the Company or any Restricted Subsidiary than those contained in such agreements; this Indenture, (ivb) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests acquisition (except to the extent such provisions restrict the transfer Indebtedness was incurred in connection with or in contemplation of the lease such acquisition or in violation of Section 4.13; provided, however, that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of such Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of this Indenture, (d) customary non-assignment provisions in leases or other agreements entered into the ordinary course of business, (e) Purchase Money Indebtedness for property leased thereunder; (v) acquired in the case ordinary course of clause (c) above, business that only impose restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of on the property subject to such security agreements or mortgages; and so acquired, (vif) 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; provided, however, that such restriction is only applicable to such Restricted Subsidiary in compliance with the terms of this Indenture pending the closing of or assets, as applicable, and such sale or dispositiondisposition otherwise is permitted under Section 4.17; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 180 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under this Indenture; provided, however, that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, nor (b) Liens permitted under this Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may be.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries 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 to: (a1) to pay dividends or make any other distributions in cash or otherwise on its Capital Stock to the Company or any Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company or a any Restricted Subsidiary, ; (b2) to make any loans or advances to the Company or a any Restricted Subsidiary Subsidiary; or (3) sell, lease or (c) to transfer any of its property or assets to the Company or a any Restricted Subsidiary, except: provided that (ix) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary, or any prohibition on securing such loans or advances made to the Company or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction. (b) The provisions of Section 4.07(a) hereof will not prohibit: (1) any encumbrance or restriction pursuant to any Credit Facility or any other agreement or instrument, in each case, in effect at or entered into on the Priority Lien Credit Agreement Issue Date, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or Note Documents refinancings of such agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date (as determined in good faith by the Company); (2) [Reserved]; (3) encumbrances or pursuant to restrictions existing under or by reason of this Indenture, the Notes, the Existing Senior Notes, the Existing Senior Notes Indentures, the Existing Senior Secured Notes and the guarantees thereof, the Existing Senior Secured Notes Indentures, the Existing Credit Facility and the guarantees thereof, the Intercreditor Agreement (or any other agreement in effect on additional intercreditor agreement) and the Issue Date; Senior Secured Notes Security Documents; (ii4) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement or instrument of a Person or relating to any Capital Stock or Indebtedness Incurred by such Restricted Subsidiary of a Person, entered into on or prior to before the date on which (i) such Restricted Subsidiary Person was acquired by or merged, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary, (ii) such agreement or instrument is assumed by the Company or any Restricted Subsidiary in connection with an acquisition of assets or (iii) such Person became a Restricted Subsidiary (in each case, other than Capital Stock or Indebtedness Incurred 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 Person became a Restricted Subsidiary or was acquired by the CompanyCompany or was merged, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary) and outstanding on such date; provided that, for the purposes of this Section 4.07(b)(4), if another Person is the Successor Company, or any Subsidiary thereof, any agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by the Company or any Restricted Subsidiary when such Person becomes the Successor Company; (iii5) any encumbrance or restriction pursuant to an agreement or instrument effecting a Refinancing refunding, replacement or refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces an agreement or instrument referred to in Section 4.07(b)(1), Section 4.07(b)(3) or Section 4.07(b)(4) hereof or this Section 4.07(b)(5) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an agreement referred to in clause (iSection 4.07(b)(1), Section 4.07(b)(3) or (iiSection 4.07(b)(4) of hereof or this Section 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii4.07(b)(5); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment instrument are no less favorable in any material respect to the Securityholders Holders taken as a whole than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in the Initial Agreement or Initial Agreements to which such agreements; refinancing or amendment, supplement or other modification relates (ivas determined in good faith by the Company); (6) any such encumbrance or restriction consisting of restriction: (A) that restricts in a customary nonassignment provisions in leases governing leasehold interests to manner the extent such provisions restrict the subletting, assignment or transfer of the lease any property or asset that is subject to a lease, license or similar contract, or the property leased thereunder; assignment or transfer of any lease, license or other contract; (vB) in the case of clause (c) above, restrictions contained in mortgages, pledges or other security agreements permitted under this Indenture or mortgages securing Indebtedness of the Company or a Restricted Subsidiary permitted to be Incurred pursuant to under this Indenture to the extent such encumbrances or restrictions restrict the transfer of the property or assets subject to such mortgages, pledges or other security agreements; (C) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or mortgagesany Restricted Subsidiary; and or (viD) pursuant to the terms of any license, authorization, concession or permit; (7) any encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions on the property so acquired or any encumbrance or restriction pursuant to a joint venture agreement that imposes restrictions on the transfer of the assets of the joint venture; (8) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of such Restricted Subsidiary in compliance with (or the terms of this Indenture property or assets that are subject to such restriction) pending the closing of such sale or disposition; (9) customary provisions in leases, licenses, joint venture agreements and other similar agreements and instruments entered into in the ordinary course of business; (10) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation, governmental license or order, or required by any regulatory authority or stock exchange; (11) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (12) any encumbrance or restriction pursuant to Currency Agreements, Interest Rate Agreements or Commodity Hedging Agreements; (13) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.04 hereof if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than (i) the encumbrances and restrictions contained in the Existing Credit Facility on the Issue Date, together with the security documents associated therewith, if any, and the Intercreditor Agreement, as in effect on or immediately prior to the Issue Date or (ii) is customary in comparable financings (as determined in good faith by the Company) and where, in the case of clause (ii), the Company determines at the time of issuance of such Indebtedness that such encumbrances or restrictions (x) will not adversely affect, in any material respect, the Company’s ability to make principal or interest payments on the Notes as and when they become due or (y) such encumbrances and restrictions apply only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (14) any encumbrance or restrictions arising in connection with any Purchase Money Note, other Indebtedness or a Qualified Receivables Financing that, in the good faith determination of an Officer or the Board of Directors of the Company, are necessary or advisable to effect such Qualified Receivables Financing; or (15) any encumbrance or restriction existing by reason of any Lien permitted under Section 4.06 hereof.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The (a) Following the Completion Date, the Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries 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 to: (a1) to pay dividends or make any other distributions in cash or otherwise on its Capital Stock to the Company or any Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company or a any Restricted Subsidiary, ; (b2) to make any loans or advances to the Company or a any Restricted Subsidiary Subsidiary; or (3) sell, lease or (c) to transfer any of its property or assets to the Company or a any Restricted Subsidiary, except: provided that (ix) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed to constitute such an encumbrance or restriction. (b) The provisions of Section 4.07(a) hereof will not prohibit: (1) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any Credit Facility or any other agreement or instrument, in each case, in effect at or entered into on the Issue Completion Date, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Completion Date (iias determined in good faith by the Issuer); (2) [Reserved]; (3) encumbrances or restrictions existing under or by reason of this Indenture, the Notes, the Note Guarantees, the Existing Senior Notes, Existing Senior Notes Indentures, the New Senior Notes, the New Senior Notes Indenture, the Holdco Notes, the Holdco Notes Guarantee, the Holdco Notes Indenture, the Existing Credit Facility and the guarantees thereof, the New Credit Facility and the guarantees thereof, the Intercreditor Agreement, any Additional Intercreditor Agreement, the Notes Escrow Agreement, the New Senior Notes Escrow Agreement, the Holdco Notes Escrow Agreement, and the Notes Security Documents; (4) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement or instrument of a Person or relating to any Capital Stock or Indebtedness Incurred by such Restricted Subsidiary of a Person, entered into on or prior to before the date on which (i) such Restricted Subsidiary Person was acquired by or merged, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary, (ii) such agreement or instrument is assumed by the Company or any Restricted Subsidiary in connection with an acquisition of assets or (iii) such Person became a Restricted Subsidiary (in each case, other than Capital Stock or Indebtedness Incurred 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 Person became a Restricted Subsidiary or was acquired by the CompanyCompany or was merged, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary) and outstanding on such date; provided that, for the purposes of this Section 4.07(b)(4), if another Person is the Successor Company, or any Subsidiary thereof, any agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by the Company or any Restricted Subsidiary when such Person becomes the Successor Company; (iii5) any encumbrance or restriction pursuant to an agreement or instrument effecting a Refinancing refunding, replacement or refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces an agreement or instrument referred to in Section 4.07(b)(1), Section 4.07(b)(3) or Section 4.07(b)(4) or this Section 4.07(b)(5) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an agreement referred to in clause (iSection 4.07(b)(1), Section 4.07(b)(3) or (iiSection 4.07(b)(4) of or this Section 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii4.07(b)(5); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment instrument are no less favorable in any material respect to the Securityholders Holders taken as a whole than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in the Initial Agreement or Initial Agreements to which such agreements; refinancing or amendment, supplement or other modification relates (ivas determined in good faith by the Issuer); (6) any such encumbrance or restriction consisting of restriction: (A) that restricts in a customary nonassignment provisions in leases governing leasehold interests to manner the extent such provisions restrict the subletting, assignment or transfer of the lease any property or asset that is subject to a lease, license or similar contract, or the property leased thereunder; assignment or transfer of any lease, license or other contract; (vB) in the case of clause (c) above, restrictions contained in mortgages, pledges or other security agreements permitted under this Indenture or mortgages securing Indebtedness of the Company or a Restricted Subsidiary permitted to be Incurred pursuant to under this Indenture to the extent such encumbrances or restrictions restrict the transfer of the property or assets subject to such mortgages, pledges or other security agreements; (C) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or mortgagesany Restricted Subsidiary; and or (viD) pursuant to the terms of any license, authorization, concession or permit; (7) any encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions on the property so acquired or any encumbrance or restriction pursuant to a joint venture agreement that imposes restrictions on the transfer of the assets of the joint venture; (8) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of such Restricted Subsidiary in compliance with (or the terms of this Indenture property or assets that are subject to such restriction) pending the closing of such sale or disposition; (9) customary provisions in leases, licenses, joint venture agreements and other similar agreements and instruments entered into in the ordinary course of business; (10) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation, governmental license or order, or required by any regulatory authority or stock exchange; (11) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (12) any encumbrance or restriction pursuant to Currency Agreements, Interest Rate Agreements or Commodity Hedging Agreements; (13) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the Completion Date pursuant to Section 4.04 hereof if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than (i) the encumbrances and restrictions contained in the Existing Credit Facility or the New Credit Facility on the Completion Date, together with the security documents associated therewith, if any, and the Intercreditor Agreement, as in effect on or immediately prior to the Completion Date or (ii) is customary in comparable financings (as determined in good faith by the Issuer) and where, in the case of clause (ii), the Issuer determines at the time of issuance of such Indebtedness that such encumbrances or restrictions (x) will not adversely affect, in any material respect, the Issuer’s ability to make principal or interest payments on the Notes as and when they become due or (y) such encumbrances and restrictions apply only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (14) any encumbrance or restrictions arising in connection with any Purchase Money Note, other Indebtedness or a Qualified Receivables Financing that, in the good faith determination of an Officer or the Board of Directors of the Company, are necessary or advisable to effect such Qualified Receivables Financing; or (15) any encumbrance or restriction existing by reason of any Lien permitted under Section 4.06 hereof.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall will not, and shall 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 to: (a1) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company or any Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock); (b2) to make any loans or advances to the Company or a any Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (c3) to transfer any of its property or assets to the Company or a any Restricted Subsidiary, except. (b) The provisions of Section 3.6 (a) will not prohibit: (i) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other an agreement in effect at or entered into on the Issue Datedate of this Indenture, including, without limitation, this Indenture, the indenture for the 10 3/4% Notes, the Credit Agreement, the Senior Subordinated Indenture and the indenture for the 8 3/4% Notes; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness Incurred by such a Restricted Subsidiary on or prior to before the date on which such Restricted Subsidiary was acquired by the Company (other than Capital Stock or Indebtedness Incurred 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 CompanyCompany or in contemplation of the transaction) and outstanding on such datedate provided, that any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property so acquired; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a Refinancing refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (iSection 3.6(b)(i) or (iib)(ii) of or this Section 4.06 or this clause (iii3.6(b)(iii) or contained in any amendment to an agreement referred to in clause (iSection 3.6(b)(i) or (iib)(ii) of or this Section 4.06 or this clause (iii3.6(b)(iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained Subsidiary (a) purchase money obligations for property acquired in any such refinancing agreement the ordinary course of business and (b) Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv) any such 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 nature described in Section 3.6(a)(3) on the property leased thereunderso acquired; (v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (vi) any restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary in compliance with (or the terms of this Indenture property or assets that are subject to such restriction) pending the closing of such sale or disposition; (vii) net worth provisions in leases and other agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business; and (viii) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability legal right of any Restricted Subsidiary to (ai) to pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or Redeemable Stock, or pay any Indebtedness owed or other obligation owed, to the Company or a any other Restricted Subsidiary, (bii) to make any loans or advances to the Company or a any other Restricted Subsidiary or (ciii) to transfer any of its property or assets Property to the Company or a any other Restricted Subsidiary, except: . Such limitation will not apply (a) with respect to clauses (i), (ii) any encumbrance or restriction and (iii), to encumbrances and restrictions (1) in the Priority Lien Bank Credit Agreement or Note Documents on the Issue Date or pursuant to any Facilities and other agreement agreements and instruments, in each case as in effect on the Issue Date; , (ii2) any relating to Indebtedness of a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such encumbrance or restriction was not created in anticipation of or in connection with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred 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 (3) which result from the Companyrenewal, refinancing, extension or amendment of an agreement that is the subject of clause (a) (1) or (2) above or clause (b) (1) or (2) below; PROVIDED that such encumbrance or restriction is not materially less favorable to the Holders of Securities than those under or pursuant to the agreement so renewed, refinanced, extended or amended, and outstanding on such date; (b) with respect to clause (iii) only, to (1) any restriction on the sale, transfer or other disposition of Property relating to Indebtedness that is permitted to be Incurred and secured under Sections 4.03 and 4.10, (2) any encumbrance or restriction pursuant applicable to an agreement effecting Property at the time it is acquired by the Company or a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii); providedRestricted Subsidiary, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv) any so long as such encumbrance or restriction consisting relates solely to the Property so acquired and was not created in anticipation of or in connection with such acquisition, (3) customary nonassignment provisions restricting subletting or assignment of leases and customary provisions in leases governing leasehold interests to the extent other agreements that restrict assignment of such provisions restrict agreements or rights thereunder and (4) customary restrictions contained in asset sale agreements limiting the transfer of the lease or the property leased thereunder; (v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (vi) 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 in compliance with the terms of this Indenture pending the closing of such sale or dispositionsale.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries 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 to: (a1) to pay dividends or make any other distributions in cash or otherwise on its Capital Stock to the Issuer or any Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company Issuer or a any Restricted Subsidiary, ; (b2) to make any loans or advances to the Company Issuer or a any Restricted Subsidiary Subsidiary; or (3) sell, lease or (c) to transfer any of its property or assets to the Company Issuer or a any Restricted Subsidiary, except: provided that (ix) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Issuer or any Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any Restricted Subsidiary, or any prohibition on securing such loans or advances made to the Issuer or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction. (b) Section 4.07(a) will not prohibit: (1) any encumbrance or restriction pursuant to any Credit Facility or any other agreement or instrument, in each case, in effect at or entered into on the Priority Lien Credit Agreement Issue Date, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or Note Documents refinancings of such agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date (as determined in good faith by the Issuer); (2) [Reserved]; (3) encumbrances or pursuant to any other agreement in effect on restrictions existing under or by reason of this Indenture, the Issue Date; Notes, the Existing Notes, the Existing Notes Indentures, the Existing Cablevision Notes, the Existing Cablevision Notes Indentures, the Senior Secured Facilities, the guarantees thereof, and the Senior Secured Facilities Security Documents; (ii4) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement or instrument of a Person or relating to any Capital Stock or Indebtedness Incurred by such Restricted Subsidiary of a Person, entered into on or prior to before the date on which (i) such Restricted Subsidiary Person was acquired by or merged, consolidated or otherwise combined with or into the Company Issuer or any Restricted Subsidiary, (ii) such agreement or instrument is assumed by the Issuer or any Restricted Subsidiary in connection with an acquisition of assets or (iii) such Person became a Restricted Subsidiary (in each case, other than Capital Stock or Indebtedness Incurred 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 Person became a Restricted Subsidiary or was acquired by the CompanyIssuer or was merged, consolidated or otherwise combined with or into the Issuer or any Restricted Subsidiary) and outstanding on such date; provided that, for the purposes of this clause (iii4), if another Person is the Successor Company or any Subsidiary thereof, any agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by the Issuer or any Restricted Subsidiary when such Person becomes the Successor Company; (5) any encumbrance or restriction pursuant to an agreement or instrument effecting a Refinancing refunding, replacement or refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces an agreement or instrument referred to in clauses (1), (3), (4) or (5) of this Section 4.07(b) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an agreement referred to in clause clauses (i1), (3), (4) or (ii5) of this Section 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii4.07(b); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment instrument are no less favorable in any material respect to the Securityholders Holders taken as a whole than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in the Initial Agreement or Initial Agreements to which such agreements; refinancing or amendment, supplement or other modification relates (ivas determined in good faith by the Issuer); (6) any such encumbrance or restriction consisting of restriction: (A) that restricts in a customary nonassignment provisions in leases governing leasehold interests to manner the extent such provisions restrict the subletting, assignment or transfer of the lease any property or asset that is subject to a lease, license or similar contract, or the property leased thereunder; assignment or transfer of any lease, license or other contract; (vB) in the case of clause (c) above, restrictions contained in mortgages, pledges or other security agreements permitted under this Indenture or mortgages securing Indebtedness of the Issuer or a Restricted Subsidiary permitted to be Incurred pursuant to under this Indenture to the extent such encumbrances or restrictions restrict the transfer of the property or assets subject to such mortgages, pledges or other security agreements; (C) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Issuer or mortgagesany Restricted Subsidiary; and or (viD) pursuant to the terms of any license, authorization, concession or permit; (7) any encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions on the property so acquired or any encumbrance or restriction pursuant to a joint venture agreement that imposes restrictions on the transfer of the assets of the joint venture; (8) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of such Restricted Subsidiary in compliance with (or the terms of this Indenture property or assets that are subject to such restriction) pending the closing of such sale or disposition; (9) customary provisions in leases, licenses, joint venture agreements and other similar agreements and instruments entered into in the ordinary course of business; (10) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation, governmental license or order, or required by any regulatory authority or stock exchange; (11) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (12) any encumbrance or restriction pursuant to Currency Agreements, Interest Rate Agreements or Commodity Hedging Agreements; (13) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.04 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than (i) the encumbrances and restrictions contained in the Senior Secured Facilities on the Issue Date, together with the security documents associated therewith, if any, as in effect on or immediately prior to the Completion Date or (ii) is customary in comparable financings (as determined in good faith by the Issuer) and where, in the case of clause (ii), the Issuer determines at the time of issuance of such Indebtedness that such encumbrances or restrictions (x) will not adversely affect, in any material respect, the Issuer’s ability to make principal or interest payments on the Notes as and when they become due or (y) such encumbrances and restrictions apply only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (14) any encumbrance or restrictions arising in connection with any Purchase Money Note, other Indebtedness or a Qualified Receivables Financing that, in the good faith determination of an Officer or the Board of Directors of the Issuer, are necessary or advisable to effect such Qualified Receivables Financing; or (15) any encumbrance or restriction existing by reason of any Lien permitted under Section 4.06.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (a1) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness owed to the Company or a any other Restricted Subsidiary, , (b2) to make any loans or advances to the Company or a any other Restricted Subsidiary or or (c3) to transfer any of its property or assets to the Company or a any other Restricted Subsidiary, except: : (iA) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other an agreement as in effect on at the Issue Date; , exclusive of any amendment, waiver or other modification thereto entered into after the Issue Date; (iiB) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the 62 71 date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, in contemplation of, 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 otherwise acquired by the Company) and outstanding on such date; ; (iiiC) any encumbrance or restriction pursuant to an agreement effecting a constituting Refinancing Indebtedness of Indebtedness Incurred pursuant to an agreement referred to in clause (iA) or (iiB) of this Section 4.06 or this clause (iiiC) or contained in any amendment to an agreement referred to in clause (iA) or (iiB) of this Section 4.06 or this clause (iiiC); provided that no encumbrance or restriction permitted by this clause (C) shall prevent any Restricted Subsidiary of the Company from paying dividends or making distributions to the Company or any Restricted Subsidiary, from paying any Indebtedness owed to the Company or any Restricted Subsidiary, from making any loan or advance to the Company or any Restricted Subsidiary or from transferring any property or assets to the Company or any Restricted Subsidiary, in any case where proceeds from such dividend, distribution, payment, loan, advance or transfer are to be used, directly or indirectly, to make any payment of principal, interest, premium or other payment on or with respect to the Securities or under this Indenture and provided, howeverfurther, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no not materially less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; ; (iv) any such 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; (vD) in the case of clause (c3), any encumbrance or restriction that: (i) aboverestricts in a customary manner the subletting, restrictions assignment or transfer of any property or asset that is subject to a lease, concession, permit, license or similar contract, or (ii) contained in security agreements or mortgages permitted under this Indenture and securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (vi) 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 in compliance with the terms of this Indenture pending the closing of such sale or disposition.;

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall Parent Guarantor will not, and shall 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 such Restricted Subsidiary that is not the Issuer or a Subsidiary Guarantor to: (a1) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company Parent Guarantor or any Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock); (b2) to make any loans or advances to the Company Parent Guarantor or a any Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Parent Guarantor or any Restricted Subsidiary to other Indebtedness Incurred by the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (c3) to sell, lease or transfer any of its property or assets to the Company Parent Guarantor or a any Restricted Subsidiary, except: . (ib) The preceding provisions will not prohibit: (1) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other or by reason of an agreement in effect at or entered into on the Issue Date; , including, without limitation, this Indenture as in effect on such date; (ii2) any encumbrance or restriction with respect to a Restricted Subsidiary Person pursuant to or by reason of an agreement relating to any Capital Stock or Indebtedness Incurred by such Restricted Subsidiary a Person on or prior to before the date on which such Restricted Subsidiary Person was acquired by the Company Parent Guarantor or another Restricted Subsidiary (other than Capital Stock or Indebtedness Incurred 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 Person was acquired by the Parent Guarantor or a Restricted Subsidiary or was acquired by in contemplation of the Companytransaction) and outstanding on such date; provided that any such encumbrance or restriction shall not extend to any assets or property of the Parent Guarantor or any other Restricted Subsidiary other than the assets and property of such acquired Person; (iii3) encumbrances and restrictions contained in contracts entered into in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of, or from the ability of the Parent Guarantor and the Restricted Subsidiaries to realize the value of, property or assets of the Parent Guarantor or any Restricted Subsidiary in any manner material to the Parent Guarantor or any Restricted Subsidiary; (4) any encumbrance or restriction with respect to a Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted Subsidiary is a party to entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction shall not extend to any assets or property of the Parent Guarantor or any other Restricted Subsidiary other than the assets and property of such Unrestricted Subsidiary; (5) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was Incurred if either (1) the encumbrance or restriction applies to such Foreign Subsidiary and its Subsidiaries only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (2) the Parent Guarantor determines that any such encumbrance or restriction will not materially affect the Parent Guarantor’s ability to make principal or interest payments on the Securities, as determined in good faith by the Board of Directors of the Parent Guarantor, whose determination shall be conclusive; (6) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a Refinancing refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clauses (1) through (5) or clause (i) or (ii12) of this Section 4.06 3.4(b) or this clause (iii6) or contained in any amendment to amendment, restatement, modification, renewal, supplemental, refunding, replacement or refinancing of an agreement referred to in clauses (1) through (5) or clause (i) or (ii12) of this Section 4.06 or 3.4(b)or this clause (iii6); provided, however, provided that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment taken as a whole are no less favorable in any material respect to the Securityholders Holders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; the agreements governing the Indebtedness being refunded, replaced or refinanced; (iv) any such 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; (v7) in the case of clause Section 3.4(a)(3), any encumbrance or restriction: (cA) abovethat restricts in a customary manner the subletting, restrictions assignment or transfer of any property or asset that is subject to a lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in oil and gas properties), license or similar contract, or the assignment or transfer of any such lease (including leases governing leasehold interests or farm-in agreements or farm-out agreements relating to leasehold interests in oil and gas properties), license (including, without limitation, licenses of intellectual property) or other contract; (B) contained in mortgages, pledges or other security agreements or mortgages permitted under this Indenture securing Indebtedness of the Parent Guarantor or a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; (C) contained in any agreement creating Hedging Obligations permitted from time to time under this Indenture; (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Parent Guarantor or mortgagesany Restricted Subsidiary; (E) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; or (F) provisions with respect to the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business; (8) any encumbrance or restriction contained in (a) purchase money obligations for property acquired in the ordinary course of business and (vib) Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in Section 3.4(a)(3) on the property so acquired; (9) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all a portion of the Capital Stock or assets of such Restricted Subsidiary in compliance with (or the terms of this Indenture property or assets that are subject to such restriction) pending the closing of such sale or disposition; (10) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Business Investment”; (11) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (12) encumbrances or restrictions contained in agreements governing Indebtedness of the Parent Guarantor or any of its Restricted Subsidiaries permitted to be Incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 3.2; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Parent Guarantor taken as a whole, as determined by the Board of Directors or a responsible financial officer of the Parent Guarantor in good faith, than the provisions contained in the Senior Secured Credit Agreements and in this Indenture as in effect on the Issue Date; (13) the issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such Preferred Stock is permitted pursuant to Section 3.2 and the terms of such Preferred Stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Capital Stock); (14) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and similar documents and agreements; (15) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (16) any encumbrance or restriction contained in the Senior Secured Credit Agreements as in effect as of the Issue Date, and in any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially less favorable to the Parent Guarantor taken as a whole, as determined by the Board of Directors or a responsible financial officer of the Parent Guarantor in good faith, than those contained in the Senior Secured Credit Agreements as in effect on the Issue Date.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall Holdings and Borrower will not, and shall will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) to pay dividends or make any other distributions on its Capital Stock to Borrower or a Restricted Subsidiary or pay any Indebtedness owed to the Company or a Restricted SubsidiaryBorrower, (b) to make any loans or advances to the Company or a Restricted Subsidiary Borrower or (c) to transfer any of its property or assets to the Company or a Restricted SubsidiaryBorrower, except: (i) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other an agreement in effect at or entered into on the Issue Date; Closing Date (including this Agreement and the Senior Secured Credit Facility); (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company Borrower (other than Indebtedness Incurred 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 CompanyBorrower) and outstanding on such date; ; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings of the Indebtedness Incurred pursuant to an agreement referred to in clause (i) or (ii) any of the foregoing clauses and restrictions contained in Indebtedness incurred after the date hereof in accordance with the terms of this Section 4.06 Agreement; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii); provided, however, that the encumbrances and restrictions Refinancings are not materially more restrictive with respect to such Restricted Subsidiary dividend and other payment restrictions than those contained in the applicable instrument governing such Indebtedness as in effect on the Closing Date; provided that, with respect to any agreement governing such refinancing agreement other Indebtedness, the provisions relating to such encumbrance or amendment restriction are no less favorable to Borrower in any material respect as determined by Borrower in its reasonable and good faith judgment than the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary provisions contained in such agreements; the Senior Secured Credit Facility as in effect on the Closing Date; (iv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (v) any such encumbrance or restriction consisting of customary nonassignment non-assignment provisions in contracts or in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the interest and in intellectual property leased thereunder; (v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; contracts and licenses; (vi) 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 assets (including Capital Stock or assets Stock) of such Restricted Subsidiary in compliance with the terms of permitted by this Indenture Agreement pending the closing of such sale or disposition; (vii) any restriction arising under applicable law, regulation or order; (viii) 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; and (ix) restrictions on the transfer of assets subject to any Lien permitted under this Agreement imposed by the holder of such Lien.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company and QS Wholesale shall not, and the Company shall not permit any of its Restricted Subsidiary Subsidiaries to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of QS Wholesale or any Restricted Subsidiary to: (a1) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the Company Company, QS Wholesale or any Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a Restricted Subsidiary, restriction on the ability to make distributions on Capital Stock); (b2) to make any loans or advances to the Company Company, QS Wholesale or a any Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Company, QS Wholesale or any Restricted Subsidiary to other Indebtedness Incurred by the Company, QS Wholesale or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (c3) to transfer any of its property or assets to the Company Company, QS Wholesale or a any Restricted Subsidiary, except. (b) The provisions of paragraph (a) of this Section 3.6 shall not prohibit: (i) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other an agreement in effect at or entered into on the Issue Date, including, without limitation, this Indenture, the indentures governing the Existing Boardriders Notes and the Senior Secured Notes, the ABL Credit Facility and the EMEA Lines of Credit and any related documentation and Hedging Obligations; (ii) any encumbrance or restriction with respect to a Foreign Subsidiary pursuant to any agreement relating to Indebtedness Incurred by such Foreign Subsidiary under clause (11) of Section 3.3(b); (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness Incurred by such Restricted Subsidiary on or prior to before the date on which such Restricted Subsidiary was acquired directly or indirectly by the Company (other than Capital Stock or Indebtedness Incurred 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 of the Company or was acquired directly or indirectly by the CompanyCompany or in contemplation of the transaction) and outstanding on such date, provided, that any such encumbrance or restriction shall not extend to any assets or property of the Company, QS Wholesale or any other Restricted Subsidiary other than the assets and property so acquired; (iiiiv) any encumbrance or restriction with respect to QS Wholesale or a Restricted Subsidiary pursuant to an agreement effecting a Refinancing refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i), (ii) or (iiiii) of this Section 4.06 above or this clause (iiiiv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iiiii) of this Section 4.06 above or this clause (iiiiv); provided, however, that the encumbrances and restrictions with respect to QS Wholesale or such Restricted Subsidiary contained in any such refinancing agreement or amendment are are, in the good faith judgment of the Company, no less favorable to more restrictive in any material respect than the Securityholders than encumbrances and restrictions with respect to QS Wholesale or such Restricted Subsidiary contained in such agreements; agreements referred to in clauses (ivi), (ii) any such encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to (iii) above on the extent such provisions restrict the transfer of the lease Issue Date or the property leased thereunderdate such Restricted Subsidiary became a Restricted Subsidiary, whichever is applicable; (v) in the case of clause (c3) aboveof Section 3.6(a), restrictions any encumbrance or restriction: (a) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract; (b) contained in mortgages, pledges or other security agreements or mortgages permitted under this Indenture securing Indebtedness of the Company, QS Wholesale or a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; or (c) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company, QS Wholesale or mortgagesany Restricted Subsidiary; (vi) (a) purchase money obligations for property acquired in the ordinary course of business and (vib) Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature described in clause (3) of Section 3.6(a) on the property so acquired; (vii) any Purchase Money Note or other Indebtedness or contractual requirements Incurred with respect to a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Company, are necessary to effect such Qualified Receivables Transaction; (viii) any restriction with respect to QS Wholesale or a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of QS Wholesale or such Restricted Subsidiary in compliance with (or the terms of this Indenture property or assets that are subject to such restriction) pending the closing of such sale or disposition, subject to, in the case of QS Wholesale, compliance with the provisions of Section 4.1(a); (ix) any customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (x) net worth provisions or other customary provisions in leases or subleases and other agreements entered into by the Company, QS Wholesale or any Restricted Subsidiary in the ordinary course of business; (xi) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (xii) customary restrictions contained in licenses or sublicenses related to, copyrights, patents, trademarks or other intellectual property and other agreements entered into in the ordinary course of business; and (xiii) any encumbrance or restriction existing under, by reason of or with respect to Indebtedness of the Company, QS Wholesale or any Restricted Subsidiary not prohibited to be incurred under this Indenture; provided that the encumbrances and restrictions are, in the good faith judgment of the Company, no more restrictive in any material respect than the encumbrances and restrictions contained in the agreements referred to in clause (i) above.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries 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 to: (a1) to pay dividends or make any other distributions in cash or otherwise on its Capital Stock to the Company or any Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company or a any Restricted Subsidiary, ; (b2) to make any loans or advances to the Company or a any Restricted Subsidiary Subsidiary; or (3) sell, lease or (c) to transfer any of its property or assets to the Company or a any Restricted Subsidiary, except: provided that (ix) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary, or any prohibition on securing such loans or advances made to the Company or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction. (b) The provisions of Section 4.07(a) hereof will not prohibit: (1) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any Credit Facility or any other agreement or instrument, in each case, in effect at or entered into on the Original Issue Date, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of such agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Original Issue Date (iias determined in good faith by the Company); (2) [Reserved]; (3) encumbrances or restrictions existing under or by reason of this Indenture, the Notes, the Existing Senior Notes, the Existing Senior Notes Indentures, the Existing Senior Secured Notes and the guarantees thereof, the Existing Senior Secured Notes Indentures, the Existing Credit Facility and the guarantees thereof, the Intercreditor Agreement (or any additional intercreditor agreement) and the Senior Secured Notes Security Documents; (4) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement or instrument of a Person or relating to any Capital Stock or Indebtedness Incurred by such Restricted Subsidiary of a Person, entered into on or prior to before the date on which (i) such Restricted Subsidiary Person was acquired by or merged, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary, (ii) such agreement or instrument is assumed by the Company or any Restricted Subsidiary in connection with an acquisition of assets or (iii) such Person became a Restricted Subsidiary (in each case, other than Capital Stock or Indebtedness Incurred 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 Person became a Restricted Subsidiary or was acquired by the CompanyCompany or was merged, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary) and outstanding on such date; provided that, for the purposes of this Section 4.07(b)(4), if another Person is the Successor Company, or any Subsidiary thereof, any agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by the Company or any Restricted Subsidiary when such Person becomes the Successor Company; (iii5) any encumbrance or restriction pursuant to an agreement or instrument effecting a Refinancing refunding, replacement or refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances or replaces an agreement or instrument referred to in Section 4.07(b)(1), Section 4.07(b)(3) or Section 4.07(b)(4) hereof or this Section 4.07(b)(5) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to an agreement referred to in clause (iSection 4.07(b)(1), Section 4.07(b)(3) or (iiSection 4.07(b)(4) of hereof or this Section 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii4.07(b)(5); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment instrument are no less favorable in any material respect to the Securityholders Holders taken as a whole than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in the Initial Agreement or Initial Agreements to which such agreements; refinancing or amendment, supplement or other modification relates (ivas determined in good faith by the Company); (6) any such encumbrance or restriction consisting of restriction: (A) that restricts in a customary nonassignment provisions in leases governing leasehold interests to manner the extent such provisions restrict the subletting, assignment or transfer of the lease any property or asset that is subject to a lease, license or similar contract, or the property leased thereunder; assignment or transfer of any lease, license or other contract; (vB) in the case of clause (c) above, restrictions contained in mortgages, pledges or other security agreements permitted under this Indenture or mortgages securing Indebtedness of the Company or a Restricted Subsidiary permitted to be Incurred pursuant to under this Indenture to the extent such encumbrances or restrictions restrict the transfer of the property or assets subject to such mortgages, pledges or other security agreements; (C) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or mortgagesany Restricted Subsidiary; and or (viD) pursuant to the terms of any license, authorization, concession or permit; (7) any encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions on the property so acquired or any encumbrance or restriction pursuant to a joint venture agreement that imposes restrictions on the transfer of the assets of the joint venture; (8) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of such Restricted Subsidiary in compliance with (or the terms of this Indenture property or assets that are subject to such restriction) pending the closing of such sale or disposition; (9) customary provisions in leases, licenses, joint venture agreements and other similar agreements and instruments entered into in the ordinary course of business; (10) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation, governmental license or order, or required by any regulatory authority or stock exchange; (11) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business; (12) any encumbrance or restriction pursuant to Currency Agreements, Interest Rate Agreements or Commodity Hedging Agreements; (13) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the Original Issue Date pursuant to Section 4.04 hereof if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than (i) the encumbrances and restrictions contained in the Existing Credit Facility on the Original Issue Date, together with the security documents associated therewith, if any, and the Intercreditor Agreement, as in effect on or immediately prior to the Original Issue Date or (ii) is customary in comparable financings (as determined in good faith by the Company) and where, in the case of clause (ii), the Company determines at the time of issuance of such Indebtedness that such encumbrances or restrictions (x) will not adversely affect, in any material respect, the Company’ s ability to make principal or interest payments on the Notes as and when they become due or (y) such encumbrances and restrictions apply only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (14) any encumbrance or restrictions arising in connection with any Purchase Money Note, other Indebtedness or a Qualified Receivables Financing that, in the good faith determination of an Officer or the Board of Directors of the Company, are necessary or advisable to effect such Qualified Receivables Financing; or (15) any encumbrance or restriction existing by reason of any Lien permitted under Section 4.06 hereof. (c) Any encumbrance or restriction subject to Section 4.07 that is created or becomes effective following the Original Issue Date but on or prior to the Issue Date shall be deemed to be incurred under the provisions of this Indenture corresponding to the provisions under which such encumbrance or restriction was originally created or became effective or subsequently reclassified under the Original 2028 Notes Indenture (as of the relevant date of determination thereunder and without re-testing compliance with such provisions as of the Issue Date), and to the extent such encumbrance or restriction would not be so permitted to be created or become effective under this Indenture, such encumbrance or restriction will be deemed to have been outstanding on the Original Issue Date, so that it is classified as permitted under Section 4.07(b)(1) hereof.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (a1) to pay dividends or make any other distributions on its Capital Stock to the Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company Issuer or a any of its Restricted Subsidiary, Subsidiaries; (b2) to make any loans or advances to the Company Issuer or a any of its Restricted Subsidiary Subsidiaries; or (3) sell, lease or (c) to otherwise transfer any of its property properties or assets to the Company Issuer or a any of its Restricted SubsidiarySubsidiaries. However, except: the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (i1) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other agreement agreements as in effect or entered into on the Issue Date, including agreements governing Existing Indebtedness and Credit Facilities as in effect or entered into on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred 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; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii); provided, however, provided that the encumbrances and restrictions amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such Restricted Subsidiary dividend and other payment restrictions than those contained in any such refinancing agreement those agreements on the Issue Date; (2) this Indenture, the Notes, the Note Guarantees and the Notes Collateral Documents; (3) applicable law, rule, regulation or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; order; (iv4) any instrument governing Indebtedness or Capital Stock or other agreement of a Person acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition, which encumbrance or restriction consisting is not applicable to any Person, or the properties or assets of customary nonassignment provisions in leases governing leasehold interests to any Person, other than the extent such provisions restrict the transfer of the lease Person, or the property leased thereunderor assets of the Person, so acquired; (v) provided that, in the case of clause Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (c5) abovecustomary non-assignment provisions or transfer or subletting restrictions in leases, restrictions contained sub- leases, easements, contracts, licenses, sub-licenses, conveyance or contract for any property or asset; (6) obligations applicable to property acquired in the ordinary course of business, purchase money obligations, security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to or Indebtedness incurred under clauses (3) or (14) of the extent such restrictions definition of Permitted Debt, and Finance Lease Obligations that restrict the transfer of the property subject to such security agreements purchased or mortgages; and leased; (vi7) any restriction with respect to agreement for the sale or other disposition of a Restricted Subsidiary imposed pursuant to an agreement entered into for (including the Capital Stock or all or substantially all of the property or assets of that Restricted Subsidiary) that restricts distributions or transfer by that Restricted Subsidiary pending the sale or other disposition (which limitation, in the case of a sale or disposition of all or substantially all property or assets, is applicable only to the Capital Stock property or assets that are the subject of such agreement); (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens permitted to be incurred under Section 3.6 or existing by virtue of any transfer of, agreement to transfer, option or right with respect to, any property or assets of the Issuer or any of its Restricted Subsidiaries not otherwise prohibited by this Indenture; (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, limited liability company organizational documents and other similar agreements, which limitation is applicable only to the property or assets that are the subject of such agreements; (11) contracts with customers or suppliers or leases with lessors entered into in the ordinary course of business that impose customary restrictions on cash, Cash Equivalents, marketable securities, or other deposits or net worth; (12) agreements governing Indebtedness or Capital Stock of Non-Guarantor Restricted Subsidiaries incurred in compliance with Section 3.2; provided that the Issuer determines in good faith that such encumbrances and restrictions (x) will not cause the Issuer to not have the funds necessary to pay the principal of or interest on the Notes and (y) are not materially more restrictive, taken as a whole, than is customary in comparable financings; (13) agreements governing Hedging Obligations incurred in the ordinary course of business and permitted to be incurred under Section 3.2; provided that the Issuer determines in good faith that such encumbrances and restrictions (x) will not cause the Issuer to not have the funds necessary to pay the principal of or interest on the Notes and (y) such restrictions are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions applicable to such Restricted Subsidiary than those contained in compliance with the terms agreements covered by clauses (1) or (2) of this Indenture pending paragraph; (14) any instrument governing any Indebtedness or Capital Stock of any Unrestricted Subsidiary as in effect on the closing date, if any, that such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary; provided that such encumbrance or restriction is not applicable to any Person, or to the property or assets of any Person, other than such redesignated Restricted Subsidiary and its Subsidiaries and Affiliates (immediately prior to such redesignation) and its properties and assets; (15) restrictions in effect on the Issue Date that are contained in charter documents or shareholder agreements relating to any Restricted Subsidiary of the Issuer; (16) agreements governing other Indebtedness or Capital Stock permitted to be incurred under Section 3.2; provided that the encumbrances and restrictions contained in any such agreement are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than (a) those contained in the agreements covered by clauses (1) or (2) of this paragraph or (b) as is customary in comparable financings (as determined in good faith by a responsible financial or accounting officer of the Issuer), and where, in the case of this sub-clause (b), the Issuer determines at the time of incurrence of such sale Indebtedness or dispositionissuance of such Preferred Stock that such encumbrances or restrictions would not materially impair the Issuer’s ability to make payments of interest, principal or as otherwise required under the Notes when due (as determined in good faith by a responsible financial or accounting officer of the Issuer); (17) restrictions on cash or other deposits or net worth, which encumbrances or restrictions are imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (18) any encumbrance or restriction arising in the ordinary course of business, not relating to any Indebtedness, that does not, individually or in the aggregate, materially detract from the value of the property of Issuer or any of its Restricted Subsidiaries, taken as whole, or adversely affect the Issuer’s ability to make principal and interest payments on the Notes, in each case, as determined in good faith by a responsible financial or accounting officer of the Issuer; (19) restrictions created in connection with any Qualified Securitization Financing or Receivables Facility that, in the good faith determination of the Issuer, are necessary or advisable to effect such Securitization Facility or Receivables Facility; and (20) arising under any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of an agreement or arrangement referred to in clauses (1), (2), (4), (6), (8), (12), (13), (14), (15), (16) and (18) above; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is not materially more restrictive, as determined in good faith by a responsible financial or accounting officer of the Issuer, with respect to such encumbrances and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall Issuer will not, and shall will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ai) to pay dividends or make any other distributions on its Capital Stock to the Issuer or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company or a Restricted SubsidiaryIssuer, (bii) to make any loans or advances to the Company or a Restricted Subsidiary Issuer or (ciii) to transfer any of its property or assets to the Company Issuer or a any Restricted Subsidiary, except: : (i1) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to a Credit Facility or any other agreement in effect at or entered into on the Issue Date; (ii2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company Issuer or a Restricted Subsidiary (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the CompanyIssuer or a Restricted Subsidiary) and outstanding on such date; (iii3) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i1) or (ii2) of this Section 4.06 or this clause (iii) 4.6 or contained in any amendment to an agreement referred to in clause (i1) or (ii2) of this Section 4.06 or this clause (iii)4.6; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment taken as a whole are no less favorable to the Securityholders Noteholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreementspredecessor agreements as determined in good faith by the Board of Directors of the Issuer; (iv) any such 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; (v4) in the case of clause (ciii), any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or other contract; (5) abovein the case of clause (iii), restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (vi) 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 in compliance with the terms of this Indenture pending the closing of such sale or disposition.or

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and 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 restriction on the ability right of any Restricted Subsidiary to: (a) 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 Indebtedness owed Debt or other obligation owed, to the Company or a any other Restricted Subsidiary, ; (b) to make any loans or advances to the Company or any other Restricted Subsidiary; or (c) transfer any of its Property to the Company or any other Restricted Subsidiary. The foregoing limitations will not apply: (1) to restrictions or encumbrances existing under or by reason of: (A) agreements in effect on the Issue Date (including, without limitation, restrictions pursuant to the Notes, this Indenture, the Subsidiary Guaranties and the Senior Credit Facility), and any amendments, modifications, restatements, renewals, replacements, refundings, refinancings, increases or supplements of those agreements, provided that the encumbrances or restrictions contained in any such amendments, modifications, restatements, renewals, replacements, refundings, refinancings, increases or supplements taken as a whole, are not materially more restrictive than the encumbrances or restrictions contained in agreements to which they relate as in place on the Issue Date, (B) Debt or Capital Stock of a Restricted Subsidiary existing at the time it became a Restricted Subsidiary or (c) to transfer any of its property at the time it merges with or assets to into the Company or a Restricted Subsidiary, except: (i) any encumbrance Subsidiary if such restriction was not created in connection with or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other agreement in effect on the Issue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion 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 any amendments, modifications, restatements, renewals, replacements, refundings, refinancings, increases or supplements of those instruments, provided that the encumbrances or restrictions contained in any such amendments, modifications, restatements, renewals, replacements, refundings, refinancings, increases or supplements, taken as a whole, are not materially more restrictive than the encumbrances or restrictions contained in instruments in effect on the date of acquisition, (C) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a the Refinancing of Indebtedness Debt Incurred pursuant to an agreement referred to in clause (i1)(A) or (iiB) of this Section 4.06 above or this clause (iii) or contained in any amendment to an agreement referred to in clause (i2)(A) or (iiB) below, provided such restrictions are not materially less favorable, taken as a whole to the holders of this Section 4.06 Notes than those under the agreement evidencing the Debt so Refinanced, (D) any applicable law, rule, regulation or this clause order, (iii); providedE) Permitted Refinancing Debt, however, provided that the encumbrances restrictions contained in the agreements governing such Permitted Refinancing Debt, taken as a whole, are not materially more restrictive than those contained in the agreements governing the Debt being refinanced, (F) Liens securing obligations otherwise permitted to be incurred under the provisions of the covenant described above under the caption Section 4.11 or Section 4.16 that limit the right of the debtor to dispose of the assets subject to such Liens, (G) customary provisions limiting or prohibiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, Sale and Leaseback Transactions, stock sale agreements and other similar agreements entered into in the ordinary course of business, which limitation or prohibition is applicable only to the assets that are the subject of such agreements, (H) restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business, or (I) arising under Debt or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; and (2) with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv) any such 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; (v) in the case of clause (c) aboveonly, to restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary encumbrances: (A) relating to Debt that is permitted to be Incurred and secured without also securing the Notes or the applicable Subsidiary Guaranty pursuant to this Indenture the covenants described under Section 4.09 and Section 4.11 that 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 restrictions relate solely to the extent Property so acquired and were not created in connection with or in anticipation of such restrictions acquisition, (C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict the transfer assignment of the property subject to such security agreements or mortgages; and rights thereunder, (viD) customary restrictions contained in any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale asset purchase, stock purchase, merger or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary in compliance with the terms of this Indenture other similar agreement, pending the closing of such sale or dispositionthe transaction contemplated thereby, or (E) customary restrictions contained in joint venture agreements entered into in the ordinary course of business in good faith.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall 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 to: (a1) to pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company or a any Restricted Subsidiary, ; (b2) to make any loans or advances to the Company or a any Restricted Subsidiary or Subsidiary; or (c3) to transfer any of its property or assets to the Company or a any Restricted Subsidiary, except: . The preceding provisions will not prohibit: (i) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other an agreement in effect at or entered into on the Issue Date; date of this Indenture, including, without limitation, this Indenture and the Credit Facility in effect on such date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such a Restricted Subsidiary on or prior to before the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred 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 CompanyCompany or in contemplation of the transaction) and outstanding on such date; ; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a Refinancing refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i) or (ii) of this Section 4.06 paragraph or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 paragraph or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable in any material respect to the Securityholders Holders of the Securities than the encumbrances and restrictions with respect contained in such agreements referred to in clauses (i) or (ii) of this paragraph on the Issue Date or the date such Restricted Subsidiary contained in such agreements; became a Restricted Subsidiary, whichever is applicable; (iv) any such 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; (v) in the case of clause (c3) aboveof the first paragraph of this Section 3.6, restrictions any encumbrance or restriction: (a) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract; (b) contained in mortgages, pledges or other security agreements or mortgages permitted under this Indenture securing Indebtedness of the Company or a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; or (c) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or mortgages; and any Restricted Subsidiary; (v) purchase money obligations for property acquired in the ordinary course of business that impose encumbrances or restrictions of the nature described in clause (3) of the first paragraph of this Section 3.6 on the property so acquired; (vi) any Purchase Money Note or other Indebtedness or contractual requirements incurred with respect to a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Board of Directors or senior management, are necessary to effect such Qualified Receivables Transaction; (vii) any restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all assets (including the Capital Stock or assets of such Restricted Subsidiary in compliance with Subsidiary) (or the terms of this Indenture property or assets that are subject to such restriction) pending the closing of such sale or disposition; (viii) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; and (ix) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements.