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

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will not, and will not permit any of its Restricted 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer or any Note Guarantor, (c) make any loans or advances to the Parent Guarantor or any of its Restricted Subsidiaries (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 (d) sell, lease or transfer any of its properties or assets to the Parent Guarantor or any of its Restricted Subsidiaries it being understood that such transfers shall not include any type of transfer described in clauses (a), (b) or (c) of this paragraph, except in each case for such encumbrances or restrictions existing under or by reason of:

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries 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 to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer Company or any Note Guarantora Restricted Subsidiary, (cb) to make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any a 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 (dc) sell, lease or to transfer any of its properties property or assets to the Parent Guarantor 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 its the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries it being understood that Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such transfers shall not include date; (iii) any type encumbrance or restriction pursuant to an agreement effecting a Refinancing of transfer described Indebtedness Incurred pursuant to an agreement referred to in clauses clause (a), (bi) or (cii) of this paragraphSection 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, except however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in each 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 encumbrances Restricted Subsidiary in compliance with the terms of this Indenture pending the closing of such sale or restrictions existing under or by reason of:disposition.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Parent Guarantor Issuer will not, and will not permit any of its Restricted Subsidiaries Subsidiary that is not a Guarantor 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 that is not a Guarantor (directly or indirectly) to (aA) pay dividends or make any other distributions on its Capital Stock to the Parent Guarantor Issuer or a Restricted Subsidiary or pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock common stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer or any Note Guarantor, (cB) make any loans or advances to the Parent Guarantor or any of its Restricted Subsidiaries Issuer (it being understood that the subordination of loans or advances made to the Parent Guarantor Issuer or any Restricted Subsidiary to other Indebtedness Incurred by the Parent Guarantor Issuer or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) or (dC) sell, lease or transfer any of its properties property or assets to the Parent Guarantor Issuer or any of its Restricted Subsidiaries it being understood that such transfers shall not include any type of transfer described in clauses (a)Subsidiaries, (b) or (c) of this paragraph, except in each case for such encumbrances or restrictions existing under or by reason ofexcept:

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries 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 to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer Company or any Note Guarantora Restricted Subsidiary, (cb) to make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any a 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 (dc) sell, lease or to transfer any of its properties property or assets to the Parent Guarantor Company or a Restricted Subsidiary, except: (i) any encumbrance or restriction in an agreement in effect on the Issue Date (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 its the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries it being understood 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 covenant or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this covenant or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such transfers shall not include Restricted Subsidiary contained in any type 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 described 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 to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (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 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 (a)i) through (vi) above; provided that such amendments or refinancings are, (b) or (c) in the good faith judgment of this paragraphthe Company’s Board of Directors, except in each case for no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or restrictions existing under or by reason of:refinancing.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries 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 to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer Company or any Note GuarantorRestricted Subsidiary, (cb) to make any loans or advances to the Parent Guarantor or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor Company or any Restricted Subsidiary or (c) to other transfer any of its property or assets to the Company or any Restricted Subsidiary, except: (i) any encumbrance or restriction pursuant to 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 Parent Guarantor 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 3.11 or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 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 holders of the Securities than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; and (iv) in the case of Section 3.11(c), 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 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 shall not be deemed a restriction on the ability to make loans or advances) otherwise prohibited by this Indenture, or (dC) sellarising or agreed to in the ordinary course of business, lease not relating to any Indebtedness, and that do not, individually or transfer any in the aggregate, detract from the value of its properties property or assets of the Company or any Restricted Subsidiary in any manner material to the Parent Guarantor Company or any Restricted Subsidiary; provided that, in each case, such encumbrance or restriction relates to, and restricts dealings with, only the property or asset that is the subject of its Restricted Subsidiaries it being understood such encumbrance or restriction; and provided further, that such transfers shall encumbrance or restriction does not include prohibit, limit or otherwise restrict the making or payment of any type dividend or other distribution to the Company or any Restricted Subsidiary; (v) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of transfer described all or substantially all the Capital Stock or assets of such Restricted Subsidiary 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 clauses (a), (b) or (c) the ordinary course of this paragraph, except in each case for such encumbrances or restrictions existing under or by reason of:business.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or 50 44 consensual restriction on the ability of any Restricted Subsidiary to (ai) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligations owed to the Issuer or any Note GuarantorCompany, (cii) make any loans or advances to the Parent Guarantor or any of its Restricted Subsidiaries (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) Company or (diii) sell, lease or transfer any of its properties property or assets to the Parent Guarantor Company, except (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the date of this Indenture (including, without limitation, the Credit Agreement); (b) any encumbrance or restriction imposed by Indebtedness incurred under the Credit Agreement in accordance with this Indenture, provided, however that such encumbrance or restriction is not materially more restrictive than that imposed by the Credit Agreement as of the Issue Date; (c) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by a 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 its the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries it being understood that Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such transfers shall not include date; (d) any type encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refinancing of transfer described Indebtedness Incurred pursuant to an agreement referred to in clauses clause (a), (b) or (c) of this paragraphcovenant or this clause (d) or contained in any amendment to an agreement referred to in clause (a) (b) or (c) of this covenant or this clause (d); provided, except however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in each any such agreement or amendment are not materially more restrictive than encumbrances and restrictions contained in such agreements; (e) in the case of clause (iii) above, 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) 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 not otherwise prohibited by this Indenture (including any Permitted Lien), (C) contained in mortgages, pledges or other security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements or (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (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 (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (g) encumbrances or restrictions arising or existing under or by reason of:of applicable law; and (h) restrictions on transfer contained in Purchase Money Indebtedness incurred pursuant to paragraph (b)(vii) of Section 3.3 of this Indenture, provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will notNeither the Company nor the Issuer shall, and will not nor shall the Company permit any of its other Restricted Subsidiaries 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 to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock to the Company or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer Company or any Note Guarantorthe Issuer, (cb) to make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (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) Issuer or (dc) sell, lease or to transfer any of its properties property or assets to the Parent Guarantor Company or the Issuer, except: (i) any encumbrance or restriction pursuant to 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 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 its the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries it being understood that Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such transfers shall not include date; (iii) any type encumbrance or restriction pursuant to an agreement effecting a Refinancing of transfer described Indebtedness Incurred pursuant to an agreement referred to in clauses clause (a), (bi) or (cii) of this paragraphcovenant or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this covenant or this clause (iii); provided, except however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in each any such refinancing agreement or amendment are no less favorable to the Noteholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv) any such encumbrance or restriction consisting of customary non-assignment 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 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 encumbrances Restricted Subsidiary pending the closing of such sale or restrictions existing under or by reason of:disposition.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor Company will not, and will not permit any of its Restricted Subsidiaries 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligations owed to the Issuer or any Note GuarantorCompany, (cii) make any loans or advances to the Parent Guarantor Company or (iii) transfer any of its property or assets to the Company, except (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the date of this Indenture (including, without limitation, the Senior Credit Agreement); (b) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by a 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 utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (c) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this covenant or this clause (c) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); PROVIDED, HOWEVER, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement or amendment are no less favorable to the Holders of the Securities than encumbrances and restrictions contained in such agreements; (d) in the case of clause (iii) above, 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) 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 not otherwise prohibited by this Indenture, (C) contained in mortgages, pledges or other security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements or (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (e) any restriction with respect to a Restricted Subsidiary (or any of its Restricted Subsidiaries (it being understood that property or assets) imposed pursuant to an agreement entered into for the subordination direct or indirect sale or disposition of loans all or advances made to substantially all the Parent Guarantor Capital Stock or any assets of such Restricted Subsidiary (or the property or assets that are subject to other such restriction) pending the closing of such sale or disposition; (f) encumbrances or restrictions arising or existing by reason of applicable law and (g) encumbrances or restrictions contained in agreements relating to 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 (d) sell, lease or transfer any of its properties or assets to the Parent Guarantor or any of its Restricted Subsidiaries it being understood that such transfers shall not include any type of transfer described in clauses (a), (b) or (c) of this paragraph, except in each case for such encumbrances or restrictions existing under or by reason of:connection with Special Purpose Transactions.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries 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 to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer Company or any Note Guarantora Restricted Subsidiary, (cb) to make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any a 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 (dc) sell, lease or to transfer any of its properties property or assets to the Parent Guarantor Company or a Restricted Subsidiary, except: (i) any encumbrance or restriction in the Priority Lien Credit Agreement or Second Lien 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 its the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries it being understood that Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such transfers shall not include date; (iii) any type encumbrance or restriction pursuant to an agreement effecting a Refinancing of transfer described Indebtedness Incurred pursuant to an agreement referred to in clauses clause (a), (bi) or (cii) of this paragraphSection 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, except however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in each 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 encumbrances Restricted Subsidiary in compliance with the terms of this Indenture pending the closing of such sale or restrictions existing under or by reason of:disposition.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Corporation shall not, and will shall not permit any of its Restricted 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) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Indebtedness or other obligation owed, to the Parent Guarantor Corporation or any of its other Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock)Subsidiary, (b) pay any Indebtedness owed to the Issuer or any Note Guarantor, (c) make any loans or advances to the Parent Guarantor Corporation or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any other 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 (dc) sell, lease or transfer any of its properties or assets Property to the Parent Guarantor Corporation or any of its other Restricted Subsidiaries it being understood that such transfers shall Subsidiary. Such limitation will not include any type of transfer described in apply (1) with respect to clauses (a), (b) or and (c), to encumbrances and restrictions (i) of this paragraph, except in each case for such encumbrances or restrictions existing existence under or by reason of:of any agreements in effect on the Issue Date, (ii) relating to Indebtedness of a Restricted Subsidiary and existing at such Restricted Subsidiary at the time it became a Restricted Subsidiary if either (A) such encumbrance or restriction was not created in connection with or in anticipation of the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Corporation or (B) such encumbrance or restriction was created in connection with the refinancing of pre-existing Indebtedness in connection with or in anticipation of the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Corporation, the new Indebtedness is Permitted Refinancing Indebtedness and such encumbrance or restriction relates only to the Property previously subject to an encumbrance or restriction under the pre-existing Indebtedness (and any improvements or additions to such Property) and is no more restrictive in the aggregate than was its predecessor or (iii) which result from the renewal, refinancing, extension or amendment of an agreement referred to in clauses (1)(i) and (ii) above and in clauses (2)(i) and (ii) below, provided, such encumbrance or restriction is no more restrictive in the aggregate to such Restricted Subsidiary and is not less favorable in the aggregate to the Holders of Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced, and (2) 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 the provisions under Section 3.03 and Section 3.05 that limits the right of the debtor to dispose of the Property securing such Indebtedness, (ii) any encumbrance or restriction in connection with an acquisition of Property, so long as such encumbrance or restriction relates solely to the Property so acquired (and any improvements or additions to such Property) and was not created in connection with or in anticipation of such acquisition, (iii) customary provisions restricting subletting or assignment of leases and customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (iv) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries 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 to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer Company or any Note Guarantora Restricted Subsidiary, (cb) to make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any a 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 (dc) sell, lease or to transfer any of its properties property or assets to the Parent Guarantor Company or a Restricted Subsidiary, except: (i) any encumbrance or restriction in the Credit Agreement 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 its the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries it being understood that Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such transfers shall not include date; (iii) any type encumbrance or restriction pursuant to an agreement effecting a Refinancing of transfer described Indebtedness Incurred pursuant to an agreement referred to in clauses clause (a), (bi) or (cii) of this paragraphcovenant or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this covenant or this clause (iii); provided, except however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in each 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 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 encumbrances Restricted Subsidiary pending the closing of such sale or restrictions existing under or by reason of:disposition.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligation owed to the Issuer or any Note GuarantorCompany, (cii) make any loans or advances to the Parent Guarantor Company or (iii) transfer any of its property or assets to the Company; except: (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including the Credit Agreement; (b) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction 53 45 or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of the Company or was acquired by the Company); (c) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses (a) or (b) or this clause (c) or contained in any amendment to an agreement referred to in clauses (a) or (b) or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of such agreement, refinancing agreement or amendment, taken as a whole, are no less favorable to the Holders in any material respect, as determined in good faith by the senior management of the Company or Board of Directors of the Company, than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Date; (d) in the case of clause (iii) of this Section 4.5, 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 the Company or any Restricted Subsidiary not otherwise prohibited by the 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 the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made in any manner material to the Parent Guarantor Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5, restrictions contained in security agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to other Indebtedness Incurred by the Parent Guarantor or extent such restrictions restrict the transfer of the property subject to such security agreements; (f) any restriction with respect to such a Restricted Subsidiary shall not be deemed a restriction on imposed pursuant to an agreement entered into for the ability to make loans sale or advances) disposition of all or (d) sell, lease or transfer any of its properties substantially all the Capital Stock or assets to of such Restricted Subsidiary pending the Parent Guarantor closing of such sale or any of its Restricted Subsidiaries it being understood that such transfers shall not include any type of transfer described in clauses disposition; and (a), (bg) or (c) of this paragraph, except in each case for such encumbrances or restrictions arising or existing under or by reason of:of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries 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 (a) to pay 61 -52- dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock to the Company or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer or any Note GuarantorCompany, (cb) to make any loans or advances to the Parent Guarantor or any of its Restricted Subsidiaries (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) Company or (dc) sell, lease or to transfer any of its properties property or assets to the Parent Guarantor Company, except: (i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date and any agreement that constitutes a Refinancing thereof permitted under this Indenture; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement applicable to such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or was designated a Restricted Subsidiary (other than an agreement entered into in connection with, or in anticipation of, the transaction or series of its related transactions pursuant to which such Restricted Subsidiaries it being understood that Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such transfers shall not include date; (iii) any type of transfer described encumbrance or restriction with respect to a Restricted Subsidiary pursuant to any other agreement contained in clauses any amendment to an agreement referred to in clause (a), (bi) or (cii) of this paragraphSection 4.12 or this clause (iii); provided, except however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in each any such agreement or amendment are not materially less favorable to the Noteholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in the agreements referred to in clause (i) or (ii) of this Section 4.12, as the case may be; (iv) any such encumbrance or restriction consisting of customary non-assignment 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 to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (vi) customary affiliate transactions provisions; (vii) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (viii) encumbrances or restrictions existing under or by reason of:pursuant to Permitted Warehouse Indebtedness.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligation owed to the Issuer or any Note GuarantorCompany, (cii) make any loans or advances to the Parent Guarantor Company or (iii) transfer any of its property or assets to the Company; except: (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Closing Date, (b) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness or Preferred Stock issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness 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); (c) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without violation of this Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses (a) or (b) or this clause (c) or contained in any amendment to an agreement referred to in clauses (a) or (b) or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of such agreement, refinancing agreement or amendment, taken as a whole, are not materially less favorable to the Holders, as determined in good faith by the senior management of the Company or Board of Directors, than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Date; (d) in the case of clause (iii) of this Section 4.09, 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 the Company 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 the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made in any manner material to the Parent Guarantor Company or any such Restricted Subsidiary as determined in good faith by senior management of the Company; (e) in the case of clause (iii) of this Section 4.09, restrictions contained in security agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to other Indebtedness Incurred by the Parent Guarantor or extent such restrictions restrict the transfer of the property subject to such security agreements; (f) any restriction with respect to such a Restricted Subsidiary shall not be deemed a restriction on imposed pursuant to an agreement entered into for the ability to make loans sale or advances) disposition of all or (d) sell, lease or transfer any of its properties substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (g) encumbrances or restrictions with respect to the Parent Guarantor or any Indebtedness of its Restricted Subsidiaries it being understood Foreign Subsidiaries; provided that such transfers shall not include any type of transfer described in clauses (a), (bi) or (c) of this paragraph, except in each case for such encumbrances or restrictions do not limit in any manner the ability of the Restricted Subsidiaries of the Company in existence on the Issue Date from performing any of the acts referred to in clauses (i) through (iii) of this Section 4.09 and (ii) the aggregate principal amount of the Indebtedness of the Foreign Subsidiaries of the Company which includes such an encumbrance or restriction does not exceed $50.0 million; and (h) encumbrances or restrictions arising or existing under or by reason of:of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted 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) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Indebtedness or other obligation owed, to the Parent Guarantor Company or any of its other Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock)Subsidiary, (b) pay any Indebtedness owed to the Issuer or any Note Guarantor, (c) make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any other 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 (dc) sell, lease or transfer any of its properties or assets Property to the Parent Guarantor Company or any of its other Restricted Subsidiaries it being understood that such transfers shall Subsidiary. Such limitation will not include any type of transfer described in apply (1) with respect to clauses (a), (b) or and (c), to encumbrances and restrictions (i) of this paragraph, except in each case for such encumbrances or restrictions existing existence under or by reason of any agreements (not otherwise described in clause (iii)) in effect on the Issue Date, (ii) 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 or in anticipation of the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company, (iii) any encumbrance or restriction pursuant to (x) the Credit Facility as in effect on the Issue Date and (y) any agreement which amends, extends, renews, refinances, replaces or refunds the Credit Facility, PROVIDED, HOWEVER, that in the case of this subclause (y), such restrictions or encumbrances are no less favorable to the 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 (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 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 (2) 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 relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition, (iii) customary provisions restricting subletting or assignment of leases of the Company or any Restricted Subsidiary and customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (iv) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock to the Company or with respect a Restricted Subsidiary or pay any Indebtedness owed to any other interest or participation in, or measured by, its profits the Company (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to not be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer or any Note Guarantor, (c) make any loans or advances to the Parent Guarantor or any of its Restricted Subsidiaries (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) Company or (dc) sell, lease or transfer any of its properties property or assets to the Parent Guarantor or any of its Restricted Subsidiaries it being understood that such transfers shall not include any type of transfer described in Company, except: (1) with respect to clauses (a), (b) and (c), (A) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including the Credit Agreement; (B) 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 60 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; (C) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in Section 4.05(1)(A) or (cB) or this clause (C) or contained in any amendment to an agreement referred to in Section 4.05(1)(A) or (B) or this clause (C); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are not materially less favorable, taken as a whole, to the Company (as determined by the Board of Directors in its reasonable and good faith judgment) than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (D) any 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 (including by merger or consolidation) pending the closing of such transaction; (E) any encumbrance or restriction pursuant to applicable law, rule, regulation or order; (F) restrictions on cash, cash equivalents, Temporary Cash Investments 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; (G) any encumbrance or restriction with respect to a Foreign Subsidiary entered into the ordinary course of business or pursuant to the terms of Indebtedness that was Incurred by such Foreign Subsidiary in compliance with the terms of this paragraphIndenture; (H) provisions contained in any license, except permit or other accreditation with a regulatory authority entered into in each case for such encumbrances the ordinary course of business; (I) provisions in agreements or restrictions existing under instruments that prohibit the payment or by reason making of dividends or other distributions other than on a pro rata basis; (J) customary supermajority voting provisions and other customary provisions with respect to the disposition or distribution of:

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor Borrower will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create directly or otherwise cause indirectly, enter into, incur or permit to exist any agreement or become effective other arrangement that prohibits, restricts or imposes any consensual encumbrance condition upon (a) the ability of the Borrower or restriction on any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or (b) the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock to the Borrower or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer or any Note GuarantorBorrower, (c) to make any loans or advances to the Parent Guarantor Borrower or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any a Restricted Subsidiary or to other Guarantee Indebtedness Incurred by the Parent Guarantor of or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) or (d) sell, lease or transfer any of its properties property or assets to the Parent Guarantor Borrower or any other Restricted Subsidiary that owns Capital Stock therein; provided that the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreement; (ii) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the date hereof identified on Schedule 6.07 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition); (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement applicable to such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Borrower (other than an agreement entered into in connection with, or in anticipation of, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Borrower) and outstanding on such date; (iv) any such encumbrance or restriction consisting of customary non-assignment 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 a Restricted Subsidiary transferring any of its property or assets to the Borrower, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiaries it being understood Subsidiary 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 pending the closing of such sale or disposition; provided further that such transfers clause (a) of the foregoing shall not include apply to restrictions or conditions imposed by any type of transfer described in clauses (a), (b) agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or (c) of this paragraph, except in each case for conditions apply only to the property or assets securing such encumbrances or restrictions existing under or by reason of:Indebtedness.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor Company will not, and will not permit any of its Restricted Subsidiaries 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligations owed to the Issuer Company or any Note Guarantorother Restricted Subsidiary, (cii) make any loans or advances to the Parent Guarantor Company or any other Restricted Subsidiary or (iii) transfer any of its property or assets to the Company or any other Restricted Subsidiaries Subsidiary; except: (it being understood a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the 1998 Issue Date, including pursuant to this Indenture, the Revolving Credit Facility and the Senior Secured Notes then in existence; (b) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary 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; (c) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in the preceding clauses (a) or (b) or this clause (c) or contained in any amendment to an agreement referred to in the preceding clauses (a) or (b) or this clause (c); provided, however, that the subordination of loans encumbrances and restrictions contained in any such refinancing agreement or advances made amendment are no less favorable to the Parent Guarantor Holders of the Securities taken as a whole, than the original encumbrances and restrictions contained in such agreements; (d) in the case of clause (iii) of this Section 3.6, 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, (B) by virtue of any transfer of, agreement to transfer, option or right with respect to, any property or assets of the Company or any Restricted Subsidiary to other not otherwise prohibited by this Indenture, (C) contained in security agreements securing Indebtedness Incurred by the Parent Guarantor or any of a Restricted Subsidiary shall not be deemed to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements and (D) ordinary course provisions restricting the assignability of contracts; (e) any restriction with respect to the Company or a restriction on Restricted Subsidiary imposed pursuant to an agreement entered into for the ability to make loans sale or advances) disposition of all or (d) sell, lease or transfer any of its properties substantially all the Capital Stock or assets of the Company or such Restricted Subsidiary pending the closing of such sale or disposition; (f) restrictions created in connection with a Qualified Receivables Transaction that, in the good faith determination of the Board of Directors, are necessary to the Parent Guarantor or any of its Restricted Subsidiaries it being understood effect such Qualified Receivables Transaction; provided that such transfers shall not include restrictions apply only to such Receivables Entity; and (g) any type restriction by operation of transfer described in clauses (a), (b) or (c) of this paragraph, except in each case for such encumbrances or restrictions existing under or by reason of:applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligation owed to the Issuer or any Note GuarantorCompany, (cii) make any loans or advances to the Parent Guarantor Company or (iii) transfer any of its property or assets to the Company, except: (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date; (b) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness Incurred in 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 the Company or was acquired by the Company); (c) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without violation of this Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses (a) or (b) or this clause (c) or contained in any amendment to an agreement referred to in clauses (a) or (b) or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of such agreement, refinancing agreement or amendment, taken as a whole, are no less favorable to the Holders of the Securities in any material respect, as determined in good faith by the Board of Directors of the Company, than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Date; (d) in the case of clause (iii), of 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 the Company 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 the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made in any manner material to the Parent Guarantor Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.08 above, restrictions contained in security agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements; (f) in the case of clause (iii) of this Section 4.08 above, any instrument governing or evidencing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary of the Company at the time of such acquisition, which encumbrance or restriction is not applicable to other Indebtedness Incurred by any Person, or the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) or (d) sell, lease or transfer any of its properties or assets to of any Person, other than the Parent Guarantor or any of its Restricted Subsidiaries it being understood Person so acquired; provided, however, that such transfers shall Indebtedness is not include Incurred in connection with or in contemplation of such acquisition; (g) any type restriction with respect to such a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of transfer described in clauses all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (a), (bh) or (c) of this paragraph, except in each case for such encumbrances or restrictions arising or existing under or by reason of:of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor Company will not, and will not permit any of its Restricted Subsidiaries 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect pay any Indebtedness or other obligations owed to the Company or any other interest or participation in, or measured by, its profits Restricted Subsidiary (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends dividends, or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Common Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer or any Note Guarantor, (cii) make any loans or advances to the Parent Guarantor Company or any of its other Restricted Subsidiaries Subsidiary (it being understood that the subordination of loans or advances made to the Parent Guarantor Company or any Restricted Subsidiary to other Indebtedness Incurred by the Parent Guarantor Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) or (diii) sell, lease or transfer any of its properties property or assets to the Parent Guarantor Company or any of its other Restricted Subsidiaries Subsidiary (it being understood that such transfers shall not include any type of transfer described in clause (i) or (ii) above), except: (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including pursuant to this Indenture, the Subsidiary Guarantees, the ABL Credit Facility, the European Credit Facility and the Rabobank Term Loan; (b) 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 prior to the date on which such Restricted Subsidiary was acquired by the Company 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 became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (c) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refinancing, refunding or replacement of Indebtedness Incurred pursuant to an agreement referred to in the preceding clauses (a), ) or (b) or this clause (c) or contained in any amendment, restatement, modification, renewal, supplement, rewriting, replacement or refinancing of an agreement referred to in the preceding clauses (a) or (b) or this clause (c); provided, however, that the encumbrances and restrictions contained in any such agreement are no less favorable to the Holders, taken as a whole, than the original encumbrances and restrictions contained in such agreements; (d) in the case of clause (iii) of this paragraphSection 3.6, except any encumbrance or restriction (1) that restricts in each case a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (2) by virtue of any transfer of, agreement to transfer, 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 securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements or the Equity Interests in the owner of such property or in any Subsidiary of the Company that owns a direct or indirect Equity Interest in such owner and (4) ordinary course provisions restricting the assignability of contracts; (e) any restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (f) restrictions created in connection with a Qualified Receivables Transaction that, in the good faith determination of the Board of Directors, are necessary to effect such Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entity; (g) any customary provisions in leases, subleases or licenses and other agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business; (h) any encumbrance or restriction pursuant to (x) other Indebtedness or Preferred Stock of a Non-Guarantor Restricted Subsidiary; provided that such encumbrances or restrictions existing under will not materially affect the Company’s ability to make anticipated principal and interest payments on the Securities (as determined in good faith by the Board of Directors of the Company) or (y) other Indebtedness or Preferred Stock of a Subsidiary Guarantor, in each case permitted to be Incurred pursuant to Section 3.3; and (i) any restriction by reason of:operation of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries 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) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to the Parent Guarantor Company or any of its other Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock)Subsidiary, (b) pay any Indebtedness owed to the Issuer or any Note Guarantor, (c) make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any other 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 (dc) sellexcept for restrictions described in Section 4.08(ii), lease or transfer any of its properties or assets Property to the Parent Guarantor Company or any of its other Restricted Subsidiaries it being understood that such transfers shall Subsidiary. The foregoing limitations will not include any type of transfer described in apply (i) with respect to clauses (a), (b) and (c), to restrictions (A) in effect on the Issue Date, (B) relating to Debt of a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in 44 39 anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company, (C) which result from the Refinancing of Debt Incurred pursuant to an agreement referred to in the immediately preceding clause (i)(A) or (B) above or in clause (ii)(A) or (B) below, provided that such restriction is no less favorable to the Holders of Securities than those under the agreement evidencing the Debt so Refinanced, or (D) on any Securitization Subsidiary and (ii) with respect to clause (c) only, to restrictions (A) relating to Debt that is permitted to be Incurred and secured pursuant to Section 4.05 and Section 4.07 that limit the right of this paragraphthe debtor to dispose of the Property securing such Debt, except (B) encumbrances on 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 each case for connection with or in anticipation of such encumbrances acquisition, (C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) customary restrictions existing under or by reason of:contained in asset sale agreements limiting the transfer of such Property pending the closing of such sale.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligation owed to the Issuer or any Note GuarantorCompany, (cii) make any loans or advances to the Parent Guarantor Company or (iii) transfer any of its property or assets to the Company, except: (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including the New Credit Facility; (b) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness Incurred in 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 the Company or was acquired by the Company); (c) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without violation of this Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses (a) or (b) or this clause (c) or contained in any amendment to an agreement referred to in clauses (a) or (b) or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of such agreement, refinancing agreement or amendment, taken as a whole, are no less favorable to the holders of the Securities in any material respect, as determined in good faith by the Board of Directors of the Company, than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Date; (d) in the case of clause (iii), 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 the Company 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 the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made in any manner material to the Parent Guarantor Company or any such Restricted Subsidiary; (e) in the case of clause (iii) above, restrictions contained in security agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements; (f) in the case of clause (iii) above, any instrument governing or evidencing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary of the Company at the time of such acquisition, which encumbrance or restriction is not applicable to other Indebtedness Incurred by any Person, or the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) or (d) sell, lease or transfer any of its properties or assets to of any Person, other than the Parent Guarantor or any of its Restricted Subsidiaries it being understood Person so acquired; provided, however, that such transfers shall Indebtedness is not include incurred in connection with or in contemplation of such acquisition; (g) any type restriction with respect to such a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of transfer described in clauses all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (a), (bh) or (c) of this paragraph, except in each case for such encumbrances or restrictions arising or existing under or by reason of:of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligation owed to the Issuer or any Note GuarantorCompany, (cii) make any loans or advances to the Parent Guarantor Company or (iii) transfer any of its property or assets to the Company, except: (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date; (b) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness Incurred in 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 -47- 54 Subsidiary of the Company or was acquired by the Company); (c) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without violation of this Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses (a) or (b) or this clause (c) or contained in any amendment to an agreement referred to in clauses (a) or (b) or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of such agreement, refinancing agreement or amendment, taken as a whole, are no less favorable to the Holders of the Notes in any material respect, as determined in good faith by the Board of Directors of the Company, than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Date; (d) in the case of clause (iii) of 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 the Company 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 the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made in any manner material to the Parent Guarantor Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.08, restrictions contained in security agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements; (f) in the case of clause (iii) of this Section 4.08, any instrument governing or evidencing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary of the Company at the time of such acquisition, which encumbrance or restriction is not applicable to other Indebtedness Incurred by any Person, or the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) or (d) sell, lease or transfer any of its properties or assets to of any Person, other than the Parent Guarantor or any of its Restricted Subsidiaries it being understood Person so acquired; provided, however, that such transfers shall Indebtedness is not include Incurred in connection with or in contemplation of such acquisition; (g) any type restriction with respect to such a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of transfer described in clauses all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (a), (bh) or (c) of this paragraph, except in each case for such encumbrances or restrictions arising or existing under or by reason of:of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries 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 to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer Company or any Note Guarantora Restricted Subsidiary, (cb) to make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any a 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 (dc) sell, lease or to transfer any of its properties property or assets to the Parent Guarantor Company or a Restricted Subsidiary, except: (i) any encumbrance or restriction in the Priority Lien Credit Agreement or Second Lien 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 its the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries it being understood that Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such transfers shall not include date; (iii) any type encumbrance or restriction pursuant to an agreement effecting a 41 Refinancing of transfer described Indebtedness Incurred pursuant to an agreement referred to in clauses clause (a), (bi) or (cii) of this paragraphSection 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, except however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in each 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 encumbrances Restricted Subsidiary in compliance with the terms of this Indenture pending the closing of such sale or restrictions existing under or by reason of:disposition.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries 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 (a) to pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock to the Company or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer or any Note GuarantorCompany, (cb) to make any loans or advances to the Parent Guarantor or any of its Restricted Subsidiaries (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) Company or (dc) sell, lease or transfer any of its properties property or assets to the Parent Guarantor Company, except: (i) any encumbrance or restriction pursuant to 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 applicable to such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than an agreement entered into in connection with, or in anticipation of, the transaction or series of its related transactions pursuant to which such Restricted Subsidiaries it being understood Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to any other agreement contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 3.06 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such transfers shall not include Restricted Subsidiary contained in any type of transfer described such agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in the agreements referred to in clauses (a), (bi) or (cii) of this paragraphSection 3.06, except as the case may be; (iv) any such encumbrance or restriction consisting of customary non assignment provisions in each 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 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 encumbrances Restricted Subsidiary pending the closing of such sale or restrictions existing under or by reason of:disposition.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that to the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends Company or liquidating distributions prior to dividends a Restricted Subsidiary or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligation owed to the Issuer Company or any Note Guarantora Restricted Subsidiary, (cii) make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any other 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 (diii) sell, lease or transfer any of its properties property or assets to the Parent Guarantor Company or any of its other Restricted Subsidiaries it being understood that such transfers shall not include any type of transfer described in clauses (a), (b) or (c) of this paragraphSubsidiary, except in each case for such encumbrances or restrictions existing under or by reason of:of (a) (x) this Indenture, the Credit Facility or the indenture governing the Senior Discount Notes, in each case as in effect on the Issue Date, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that any such amendments, restatements, renewals, replacements or refinancings to or under the 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 amendment, restatement, renewal, replacement or refinancing, or (y) the indenture relating to any Public Debt issued after the date hereof, which encumbrances or restrictions 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 this Indenture, (b) 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 acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of 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 acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition 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. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary 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) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to the Parent Guarantor Company or any of its other Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock)Subsidiary, (b) pay any Indebtedness owed to the Issuer or any Note Guarantor, (c) make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any other 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 (dc) sell, lease or transfer any of its properties or assets Property to the Parent Guarantor Company or any of its other Restricted Subsidiaries it being understood that such transfers shall Subsidiary. The foregoing limitations will not include any type of transfer described in apply (i) with respect to clauses (a), (b) or and (c), to encumbrances and restrictions (A) of this paragraph, except in each case for such encumbrances or restrictions existing existence under or by reason of:of any agreements in effect on the Issue Date, (B) relating to Debt 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 or in anticipation of the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company, (C) relating to Debt of a Restricted Subsidiary so long as such encumbrance or restriction is no less favorable to the holders of the Securities than those under the Credit Facility as in effect on the Issue Date, (D) relating to Debt of a Restricted Subsidiary which has fully and unconditionally guaranteed, by supplemental indenture in form satisfactory to the Trustee, executed and delivered to the Trustee by such Restricted Subsidiary, the due and punctual performance and observance of all the obligations (financial or otherwise) of the Company under this Indenture and the Securities, provided that such guarantee may be subordinated to senior Debt of such Restricted Subsidiary to the same extent and on the same terms as the Securities are subordinated to Senior Debt of the Company and may provide for the release of such Guarantee upon the discharge of such Debt, (E) relating to borrowings under a foreign currency credit facility established for the benefit of a Restricted Subsidiary organized outside the laws of the United states of America or any State thereof or the District of Columbia, provided that such encumbrances and restrictions apply only with respect to such Restricted Subsidiary and only if an event 57 49 of default has occurred and is continuing under such credit facility and are otherwise customary for similar foreign currency credit facilities, (F) relating to any special purpose, bankruptcy remote Wholly Owned Subsidiary formed for the purpose of borrowing against receivables or inventory of the Company and its Subsidiaries pursuant to a Credit Facility or (G) which result from the Refinancing of Debt Incurred pursuant to an agreement referred to in the immediately preceding clauses (i)(A) and (B) above or in clauses (ii)(A) and (B) below, provided such encumbrance or restriction is no less favorable to the holders of Securities than those under the agreement evidencing the Debt so Refinanced, and (ii) with respect to clause (c) only, to encumbrances and restrictions (A) that limit the right of the debtor to transfer or dispose of the Property securing such Debt, provided that such Debt is permitted to be Incurred and secured pursuant to Sections 4.03 and 4.05, (B) in connection with an acquisition of Property, so long as such encumbrance or 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 or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) customary restrictions contained in asset sale agreements limiting the transfer of such Property pending the closing of such sale.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted 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) pay dividends dividends, in cash or otherwise, or make any other distributions to the Parent Guarantor on or any in respect of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation inRedeemable Stock, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed or other obligation owed, to the Issuer Company or any Note Guarantorother Restricted Subsidiary, (cii) make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any other 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 (diii) sell, lease or transfer any of its properties or assets Property to the Parent Guarantor Company or any of its other Restricted Subsidiaries it being understood that such transfers shall Subsidiary. Such limitation will not include any type of transfer described in apply (a) with respect to clauses (ai), (bii) and (iii), to encumbrances and restrictions (1) in Bank Credit Facilities and other agreements and instruments, in each case as in effect on the Issue Date, (2) 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 the transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or (3) which result from the renewal, refinancing, extension or amendment of an agreement that is the subject of clause (a) (1) or (c2) above or clause (b) (1) or (2) below; PROVIDED that such encumbrance or restriction is not materially less favorable to the Holders of this paragraph, except in each case for such encumbrances or restrictions existing Securities than those under or pursuant to the agreement so renewed, refinanced, extended or amended, and (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 applicable to Property at the time it is acquired by reason of:the Company or a Restricted Subsidiary, so long as such encumbrance or restriction relates solely to the Property so acquired and was not created in anticipation of or in connection with such acquisition, (3) customary provisions restricting subletting or assignment of leases and customary provisions in other agreements that restrict assignment of such agreements or rights thereunder and (4) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted 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) pay ordinary dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligation owed to the Issuer or any Note GuarantorCompany, (cii) make any loans or advances to the Parent Guarantor Company or (iii) transfer any of its property or assets to the Company, except: (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date; (b) any encumbrance or restriction with respect to such 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 and outstanding on such date (other than Indebtedness Incurred in 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 the Company or was acquired by the Company); (c) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clause (b) or this clause (c) or contained in any amendment to an agreement referred to in clauses (a) or (b) or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of such agreement, refinancing agreement or amendment, taken as a whole, are no less favorable to the holders of the Securities in any material respect, as determined in good faith by the Board of Directors of the Company, than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Date; (d) in the case of clause (iii), 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 the Company or any Restricted Subsidiary not otherwise prohibited by the 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 the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made in any manner material to the Parent Guarantor Company or any such Restricted Subsidiary; (e) any encumbrance or restriction applicable to a Restricted Subsidiary that Incurs Bank Indebtedness without violation of the Indenture, provided, however, that such encumbrances and restrictions are applicable only following the occurrence and during the continuance, of a payment default under the terms of the agreements governing, or the acceleration of all of, such Bank Indebtedness; (f) in the case of clause (iii) above, restrictions contained in security agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to other Indebtedness Incurred by the Parent Guarantor or extent such restrictions restrict the transfer of the property subject to such security agreements; (g) any restriction with respect to such a Restricted Subsidiary shall not be deemed a restriction on imposed pursuant to an agreement entered into for the ability to make loans sale or advances) disposition of all or (d) sell, lease or transfer any of its properties substantially all the Capital Stock or assets to of such Restricted Subsidiary pending the Parent Guarantor closing of such sale or any of its Restricted Subsidiaries it being understood that such transfers shall not include any type of transfer described in clauses disposition; and (a), (bh) or (c) of this paragraph, except in each case for such encumbrances or restrictions arising or existing under or by reason of:of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligation owed to the Issuer or any Note GuarantorCompany, (cii) make any loans or advances to the Parent Guarantor Company or (iii) transfer any of its property or assets to the Company, except: (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date; (b) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness Incurred in 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 the Company or was acquired by the Company); (c) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without violation of this Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses (a) or (b) or this clause (c) or contained in any amendment to an agreement referred to in clauses (a) or (b) or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of such agreement, refinancing agreement or amendment, taken as a whole, are no less favorable to the holders of the Securities in any material respect, as determined in good faith by the Board of Directors of the Company, than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Date; (d) in the case of clause (iii), of 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 the Company 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 the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made in any manner material to the Parent Guarantor Company or any such Restricted Subsidiary; (e) in the case of clause (iii) above, restrictions contained in security agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements; (f) in the case of clause (iii) of this Section 4.08 above, any instrument governing or evidencing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary of the Company at the time of such acquisition, which encumbrance or restriction is not applicable to other Indebtedness Incurred by any Person, or the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) or (d) sell, lease or transfer any of its properties or assets to of any Person, other than the Parent Guarantor or any of its Restricted Subsidiaries it being understood Person so acquired; provided, however, that such transfers shall Indebtedness is not include Incurred in connection with or in contemplation of such acquisition; (g) any type restriction with respect to such a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of transfer described in clauses all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (a), (bh) or (c) of this paragraph, except in each case for such encumbrances or restrictions arising or existing under or by reason of:of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligation owed to the Issuer or any Note GuarantorCompany, (cii) make any loans or advances to the Parent Guarantor Company or (iii) transfer any of its property or assets to the Company, except: (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including the New Credit Facility and the indenture between COMFORCE Operating, Inc. and Wilmington Trust Company, as trustee, dated as of November 26, 1997 (the "Notes Indenture"); (b) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness Incurred in 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 the Company or was acquired by the Company); (c) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without violation of this Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses (a) or (b) or this clause (c) or contained in any amendment to an agreement referred to in clauses (a) or (b) or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of such agreement, refinancing agreement or amendment, taken as a whole, are no less favorable to the holders of the Securities in any material respect, as determined in good faith by the Board of Directors of the Company, than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Date; (d) in the case of clause (iii), 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 the Company 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 the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made in any manner material to the Parent Guarantor Company or any such Restricted Subsidiary; (e) in the case of clause (iii) above, restrictions contained in security agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements; (f) in the case of clause (iii) above, any instrument governing or evidencing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary of the Company at the time of such acquisition, which encumbrance or restriction is not applicable to other Indebtedness Incurred by any Person, or the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) or (d) sell, lease or transfer any of its properties or assets to of any Person, other than the Parent Guarantor or any of its Restricted Subsidiaries it being understood Person so acquired; provided, however, that such transfers shall Indebtedness is not include incurred in connection with or in contemplation of such acquisition; (g) any type restriction with respect to such a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of transfer described in clauses all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (a), (bh) or (c) of this paragraph, except in each case for such encumbrances or restrictions arising or existing under or by reason of:of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries 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 to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer Company or any Note Guarantora Restricted Subsidiary, (cb) to make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any a 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 (dc) sell, lease or to transfer any of its properties property or assets to the Parent Guarantor 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 its the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries it being understood that Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such transfers shall not include date; (iii) any type encumbrance or restriction pursuant to an agreement effecting a Refinancing of transfer described Indebtedness Incurred pursuant to an agreement referred to in clauses clause (a), (bi) or (cii) of this paragraphSection 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, except however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in each 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 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 encumbrances Restricted Subsidiary pending the closing of such sale or restrictions existing under or by reason of:disposition.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligation owed to the Issuer or any Note GuarantorCompany, (cii) make any loans or advances to the Parent Guarantor Company or (iii) transfer any of its property or assets to the Company; except: (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including the Credit Agreement; (b) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness or Preferred Stock issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness 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); (c) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without violation of this Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses (a) or (b) or this clause (c) or contained in any amendment to an agreement referred to in clauses (a) or (b) or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of such agreement, refinancing agreement or amendment, taken as a whole, are not materially less favorable to the Holders, as determined in good faith by the senior management of the Company or Board of Directors, than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Date; (d) in the case of clause (iii) of this Section 4.5, 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 the Company 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 the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made in any manner material to the Parent Guarantor Company or any such Restricted Subsidiary as determined in good faith by senior management of the Company; (e) in the case of clause (iii) of this Section 4.5, restrictions contained in security agreements, mortgages or similar documents securing 47 41 Indebtedness of a Restricted Subsidiary to other Indebtedness Incurred by the Parent Guarantor or extent such restrictions restrict the transfer of the property subject to such security agreements; (f) any restriction with respect to such a Restricted Subsidiary shall not be deemed a restriction on imposed pursuant to an agreement entered into for the ability to make loans sale or advances) disposition of all or (d) sell, lease or transfer any of its properties substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (g) encumbrances or restrictions with respect to the Parent Guarantor or any Indebtedness of its Restricted Subsidiaries it being understood Foreign Subsidiaries; provided that such transfers shall not include any type of transfer described in clauses (a), (bi) or (c) of this paragraph, except in each case for such encumbrances or restrictions do not limit in any manner the ability of the Restricted Subsidiaries of the Company in existence on the Issue Date from performing any of the acts referred to in clauses (i) through (iii) of this Section 4.5 and (ii) the aggregate principal amount of the Indebtedness of the Foreign Subsidiaries of the Company which includes such an encumbrance or restriction does not exceed $50.0 million; and (h) encumbrances or restrictions arising or existing under or by reason of:of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries 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 (a) to pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock to the Company or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer or any Note GuarantorCompany, (cb) to make any loans or advances to the Parent Guarantor or any of its Restricted Subsidiaries (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) Company or (dc) sell, lease or transfer any of its properties property or assets to the Parent Guarantor Company, except: (i) any encumbrance or restriction pursuant to 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 applicable to such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than an agreement entered into in connection with, or in anticipation of, the transaction or series of its related transactions pursuant to which such Restricted Subsidiaries it being understood Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to any other agreement contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 3.06 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such transfers shall not include Restricted Subsidiary contained in any type of transfer described such agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in the agreements referred to in clauses (a), (bi) or (cii) of this paragraphSection 3.06, except as the case may be; (iv) any such encumbrance or restriction consisting of customary non-assignment provisions in each 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 Permitted Liens 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 (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 encumbrances Restricted Subsidiary pending the closing of such sale or restrictions existing under or by reason of:disposition.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries 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 to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer Company or any Note Guarantora Restricted Subsidiary, (cb) to make any loans or advances to the Parent Guarantor Company or a Restricted Subsidiary (c) to transfer any of its Restricted Subsidiaries (it being understood that the subordination of loans property or advances made assets to the Parent Guarantor Company or any a 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 (d) sell, lease or transfer grant to the Trustee a Lien on any of its properties Property, except: (i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the 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, 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 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 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 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 to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (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 pending the closing of such sale or disposition; and (vii) in the case of clause (d) above, restrictions contained in instruments related to the Parent Guarantor or any of its Restricted Subsidiaries it being understood that such transfers shall not include any type of transfer described in creating Permitted Liens under clauses (af), (bi), (j) or and (cn) of this paragraphthe definition of "Permitted Liens", except in each case for provided such encumbrances or restrictions existing under or by reason of:relate only to the property subject to such Permitted Liens.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to (ai) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligation owed to the Issuer Company or any Note Guarantoranother Restricted Subsidiary of the Company, (cii) make any loans Investment in the Company or advances to the Parent Guarantor or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any another Restricted Subsidiary to other Indebtedness Incurred by of the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) Company or (diii) sell, lease or transfer any of its properties property or assets to the Parent Guarantor Company or another Restricted Subsidiary of the Company; except: (A) any encumbrance or restriction pursuant to an agreement in effect on the Issue Date; (B) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by a Restricted Subsidiary 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 its the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries it being understood that Subsidiary was acquired by the Company) and outstanding on such transfers shall not include date; (C) any type encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refinancing of transfer described Indebtedness Incurred pursuant to an agreement referred to in clauses (a), (bA) or (cB) or this clause (C) or contained in any amendment to an agreement referred to in clauses (A) or (B) or this clause (C); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are no less favorable to the Holders of the Securities than encumbrances and restrictions contained in such agreements; (D) any such customary encumbrance or restriction contained in a security document creating a Lien permitted under this Indenture to the extent relating to the property or asset subject to such Lien following a default in respect of the applicable obligation; (E) in the case of clause (iii), any encumbrance or restriction (1) 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 (2) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements; (F) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement in effect for the sale or disposition thereof and the duration of which does not exceed 60 days; or (G) any encumbrance or restriction contained in an agreement pursuant to which Galaxy Brasil Incurs Indebtedness in compliance with the terms of this paragraphIndenture, except provided, however, that the terms of such encumbrance or restriction are no more restrictive than those contained in each case for such encumbrances or restrictions existing under or by reason of:the Equipment Agreements as they exist on the Issue Date.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries 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 to: (a) pay dividends dividends, in cash or otherwise, or make any other distributions to the Parent Guarantor on or any in respect of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends dividend or liquidating distributions prior to the dividends or liquidating distributions being paid on Capital Stock common stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer or any Note Guarantor, (c) make any loans or advances to the Parent Guarantor Company or any of its other Restricted Subsidiaries Subsidiary or pay any Debt or other obligation owed, to the Company or any Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Parent Guarantor Company or any Restricted Subsidiary to other Indebtedness Debt Incurred by the Parent Guarantor Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) advances or pay Debt or other obligation), or 85 (dc) sell, lease or transfer any of its properties or assets Property to the Parent Guarantor Company or any of its other Restricted Subsidiaries Subsidiary (it being understood that such transfers shall not include any type of transfer described in clauses clause (a), ) or (b) above). The foregoing limitations will not apply to: (1) restrictions in effect or entered into on the Issue Date, including, but not limited to the Super Senior Revolving Credit Facility, this Indenture, the Notes and the Notes Guarantees; (2) restrictions relating to any agreements or instruments of a Person existing at the time it became a Restricted Subsidiary or to any agreements or instruments relating to any Property at the time acquired by the Company or any Restricted Subsidiary, in each case if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which that Restricted Subsidiary became a Restricted Subsidiary or such Property was acquired by the Company or a Restricted Subsidiary; (3) restrictions that result from any amendment, restatement, modification, renewal, supplement, extension, replacement or Refinancing of Debt or other agreement or instrument referred to in this Section 4.08, provided that the restriction contained in such amendment, restatement, modification, renewal, supplement, extension, replacement or Refinancing is not materially more restrictive (as determined in good faith by the Company), taken as a whole, than the restrictions of the same type contained in the agreements or instruments referred to in this Section 4.08, as applicable; (4) restrictions resulting from the Incurrence of any Debt Incurred in accordance with Section 4.04, provided that either (1) the restriction is no less favorable to the holders of Notes in any material respect (as determined in good faith by the Company) than the restrictions of the same type contained in this Indenture or (2) the Company reasonably determined in good faith that such restrictions are not reasonably likely to impair the Issuers’ ability to make principal and interest payments on the Notes; (5) restrictions existing by reason of applicable law, rule, regulation or order; (6) with respect to clause (c) of this paragraphSection 4.08 only, except restrictions relating to Debt that is permitted to be Incurred and secured without also securing the Notes pursuant to Section 4.04 and Section 4.06 that limit the right of the debtor to Dispose of the Property securing that Debt; (7) restrictions encumbering Property at the time the Property was acquired by the Company or any Restricted Subsidiary, so long as the restriction relates solely to the Property so acquired and was not created in each case for such encumbrances connection with or in anticipation of the acquisition; (8) restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements (including, without 86 limitation, intellectual property licenses entered into in the ordinary course of business) that restrict assignment of the agreements or rights thereunder; (9) restrictions which are customary restrictions contained in asset sale agreements limiting the transfer of Property pending the closing of the sale; (10) restrictions existing pursuant to any Debt Incurred , which restrictions are customary for a financing of such type, and which are otherwise permitted under or this Indenture, provided, however, that the Company reasonably determines in good faith that such restrictions are not reasonably likely to impair the Issuers ability to make principal and interest payments on the Notes; (11) restrictions existing by reason of:of the Note Documents; (12) restrictions 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; (13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (14) in the case of the provision described in clause (c) of the first paragraph of this Section 4.08, restrictions arising or agreed to in the ordinary course of business, not relating to any Debt, and that do 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; (15) restrictions contained in Hedging Obligations; (16) restrictions constituting customary restrictions with respect to a Securitization Subsidiary, pursuant to the terms of a Permitted Receivables Financing or Permitted Supply Chain Financing; (17) with respect to clause (c) of this Section 4.08 only, restrictions on property under a charter, lease, sub-lease or other agreement (including any Drilling Contracts, charterparty agreements, rig operating, service or management agreements or pool agreements) that has been entered into in the ordinary course for the employment, charter or other hire of such property; (18) with respect to clause (c) of this Section 4.08 only, restrictions resulting from (i) any Drilling Contracts with respect to any Vessels; provided that such encumbrance or restriction only extends to the Vessel or other such asset (other than cash or Cash Equivalents) subject to such Drilling Contract or (ii) any joint venture agreement or similar arrangement with respect to any joint venture that imposes restrictions on the transfer or assignment of the Capital Stock in such joint venture or Property of such joint venture;

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will notNeither the Company nor the Issuer shall, and will not nor shall the Company permit any of its other Restricted Subsidiaries 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 to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock to the Company or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer Company or any Note Guarantorthe Issuer, (cb) to make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (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) Issuer or (dc) sell, lease or to transfer any of its properties property or assets to the Parent Guarantor Company or the Issuer, except: (i) any encumbrance or restriction pursuant to 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 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 its the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries it being understood that Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such transfers shall not include date; (iii) any type encumbrance or restriction pursuant to an agreement effecting a 29 Refinancing of transfer described Indebtedness Incurred pursuant to an agreement referred to in clauses clause (a), (bi) or (cii) of this paragraphcovenant or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this covenant or this clause (iii); PROVIDED, except HOWEVER, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in each any such refinancing agreement or amendment are no less favorable to the Noteholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv) any such encumbrance or restriction consisting of customary non-assignment 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 to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (vi) any restriction with respect to the Guaranteed Notes, any defeasance trust or the Debt Service Reserve Account; and (vii) 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 encumbrances Restricted Subsidiary pending the closing of such sale or restrictions existing under or by reason of:disposition.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will Holdings shall not permit any of its Restricted Subsidiaries 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock to the Company or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer Company or any Note GuarantorRestricted Subsidiary, (cb) make any loans or advances to the Parent Guarantor or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor Company 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 (dc) sell, lease or transfer any of its properties property or assets to the Parent Guarantor Company or any of its Restricted Subsidiaries it being understood that such transfers shall not include any type of transfer described in Subsidiary, except: (1) with respect to clauses (a), (b) and (c), (A) any encumbrance or restriction pursuant to an agreement in effect at or entered into on or prior to the Issue Date, including the Senior Credit Agreement; (B) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred 54 by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by Holdings (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 Holdings) and outstanding on such date; (C) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in Section 4.05(1)(A) or (cB) or this clause (C) or contained in any amendment to an agreement referred to in Section 4.05(1)(A) or (B) or this clause (C); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are not materially less favorable, taken as a whole, to the Company (as determined by the Company in its reasonable and good faith judgment) than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (D) any 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 pending the closing of such sale or disposition; (E) any encumbrance or restriction pursuant to an agreement or instrument relating to any property or assets acquired after the Issue Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not created in anticipation of such acquisition; (F) any encumbrance or restriction pursuant to applicable law, rule, regulation or order; (G) restrictions on cash, cash equivalents, Temporary Cash Investments or other deposits or net worth imposed under contracts entered into the ordinary course of business, including such restrictions imposed by customers, suppliers, landlords or insurance, surety or bonding companies; (H) any encumbrance or restriction with respect to a Foreign Subsidiary entered into in the ordinary course of business or pursuant to the terms of Indebtedness that was Incurred by such Foreign Subsidiary in compliance with the terms of this paragraphIndenture; (I) provisions contained in any license, except in each case for such encumbrances permit or restrictions existing under or by reason of:other accreditation with a regulatory authority entered into the ordinary course of business;

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Parent Guarantor Issuer will not, and will not permit any of its Restricted Subsidiaries 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 to to: (a1) pay dividends or make any other distributions to the Parent Guarantor Issuer or any of its Restricted Subsidiaries Subsidiary that is a Subsidiary Guarantor in cash or otherwise on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligations owed to the Issuer or any Note Restricted Subsidiary that is a Subsidiary Guarantor, ; (c2) Guarantor; or make any loans or advances to the Parent Guarantor or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor Issuer or any Restricted Subsidiary to other Indebtedness Incurred by the Parent Guarantor or any Restricted that is a Subsidiary shall not be deemed a restriction on the ability to make loans or advances) or (d3) sell, lease or transfer any of its properties property or assets to the Parent Guarantor Issuer or any Restricted Subsidi-ary that is a Subsidiary Guarantor; provided that (x) the priority of its any Preferred Stock in receiving dividends or liquidating distributions prior to divi-dends or liquidating distributions being paid on common stock and (y) the subordination of (including the applica-tion of any standstill requirements to) loans or advances made to the Issuer or any Restricted Subsidiaries it being understood Subsidiary that such transfers is a Subsidiary Guarantor to other Indebtedness Incurred by the Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor shall not include any type of transfer described in clauses (a), be deemed to constitute such an encumbrance or restriction. (b) Section 3.4(a) shall not prohibit: (1) any encumbrance or restriction pursuant to (x) any Credit Facility (including the Credit Agreement), or (cy) of this paragraphany other agreement or instrument, except in each case for such case, in effect at or entered into on the Issue Date (or contractual encumbrances or restrictions with respect to the Transactions in effect on the Escrow Release Date); (2) any encumbrance or restriction pursuant to this Indenture, the Notes and the Note Guar-antees; (3) encumbrances or restrictions arising or existing under or by reason of:of applicable law, rule, regula-tion or order, or required by any regulatory authority; (4) any encumbrance or restriction pursuant to an agreement or instrument of a Person or re-lating to any Capital Stock or Indebtedness of a Person, entered into on or before the date on which such Person was acquired by or merged, consolidated or otherwise combined with or into the Issuer or any Re-stricted Subsidiary, or was designated as a Restricted Subsidiary or on which such agreement or instrument is assumed by the Issuer 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 uti-lized to consummate, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by the Issuer or was merged, consolidated or otherwise combined with or into the Issuer 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, if anoth-er Person is the successor entity, any Subsidiary thereof or 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 entity; (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 assign-ment or transfer of any lease, license or other contract or agreement; -76-

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Holdings shall not, and will shall not permit any of its Restricted Subsidiaries 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 to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock to Holdings or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer or any Note GuarantorHoldings, (cb) to make any loans or advances to the Parent Guarantor Holdings or (c) to transfer any of its property or assets to Holdings, except: (i) any Permitted Restriction; (ii) any encumbrance or restriction pursuant to any agreement in effect at or entered into on the date of this Indenture as such agreement is in effect on such date; (iii) any encumbrance or restriction with respect to a Person pursuant to an agreement relating to any Indebtedness Incurred by such Person prior to the date on which such Person became a Restricted Subsidiaries Subsidiary and not Incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary; (it being understood iv) any encumbrance or restriction pursuant to an agreement effecting Refinancing Indebtedness Incurred pursuant to an agreement referred to in clause (ii) or (iii) above or this clause (iv) or contained in any amendment to an agreement referred to in clause (ii) or (iii) above or this clause (iv); provided, however, that the subordination of loans encumbrances and restrictions with respect to any such Restricted Subsidiary contained in any such refinancing agreement or advances made amendment are no less favorable to the Parent Guarantor Holders in any material respect as determined in good faith by the Board of Directors of Holdings than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (v) any such encumbrance or restriction (A) consisting of customary non-assignment provisions in leases to the extent such provisions restrict the subletting, assignment or transfer of the lease or the property leased thereunder or in purchase money financings or (B) by virtue of any Indebtedness, transfer, option or right with respect to, or any Lien on, any property or assets of Holdings or any Restricted Subsidiary to other Indebtedness Incurred not otherwise prohibited by this Indenture; (vi) in the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) or (d) sell, lease or transfer any case of its properties or assets to the Parent Guarantor or any of its Restricted Subsidiaries it being understood that such transfers shall not include any type of transfer described in clauses (a), (b) or clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of this paragraph, except in each case for a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (vii) encumbrances or restrictions existing imposed by operation of any applicable law, rule, regulation or order; (viii) any restriction with respect to assets imposed pursuant to an agreement entered into for the sale or disposition of such assets pending the closing of such sale or disposition; (ix) customary non-assignment provisions in licenses of intellectual property entered into in the ordinary course of business (including programming agreements) and in Local Marketing Agreements; (x) Capitalized Lease Obligations that are otherwise permitted hereunder; provided, however, that such encumbrance or restriction does not extend to any property other than that subject to the underlying lease; (xi) any restriction imposed by Liens permitted under this Indenture; and (xii) any encumbrance or by reason of:restriction relating to an agreement relating to the acquisition of assets or property so long as such encumbrances and restrictions relate solely to the assets so acquired (and any improvements thereon).

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries 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 to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock to the Company or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer or any Note GuarantorCompany, (cb) to make any loans or advances to the Parent Guarantor or any of its Restricted Subsidiaries (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) Company or (dc) sell, lease or transfer any of its properties property or assets to the Parent Guarantor Company, except: (i) any encumbrance or restriction pursuant to 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 by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary (other than Indebtedness Incurred as consideration in, or to provide all or any portion of its the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries it being understood that Subsidiary became a Restricted Subsidiary or was acquired by the Company or a Restricted Subsidiary) and outstanding on such transfers shall not include date; (iii) any type encumbrance or restriction pursuant to an agreement effecting a Refinancing of transfer described Indebtedness Incurred pursuant to an agreement referred to in clauses clause (a), (bi) or (cii) of this paragraphSection or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section or this clause (iii); PROVIDED, except in each case for such HOWEVER, that the encumbrances or and restrictions existing under or by reason of:with respect to such

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries 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 to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer Company or any Note Guarantora Restricted Subsidiary, (cb) to make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any a 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 (dc) sell, lease or to transfer any of its properties property or assets to the Parent Guarantor Company or a Restricted Subsidiary, except: (i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Original 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 its the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries it being understood that Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such transfers shall not include date; (iii) any type encumbrance or restriction pursuant to an agreement effecting a Refinancing of transfer described Indebtedness Incurred pursuant to an agreement referred to in clauses clause (a), (bi) or (cii) of this paragraphSection 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.05 or this clause (iii); provided, except however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in each 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 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 encumbrances Restricted Subsidiary pending the closing of such sale or restrictions existing under or by reason of:disposition.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, create directly or indirectly, create, assume 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 legal right of any Restricted Subsidiary (other than a Foreign Subsidiary) to (a) pay dividends dividends, in cash or otherwise, or make any other distributions to the Parent Guarantor on or any in respect of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest Redeemable Stock held by the Company or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock)Restricted Subsidiary, (b) pay any Indebtedness or other obligation owed to the Issuer Company or any Note Guarantorother Restricted Subsidiary, (c) make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any other 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 (d) sell, lease or transfer any of its properties property or assets to the Parent Guarantor Company or any of its other Restricted Subsidiaries it being understood that such transfers shall Subsidiary. Such limitation will not include any type of transfer described in apply (1) with respect to clauses (a), (b) or (c) of this paragraphand (d) only, except to encumbrances and restrictions (i) in each case for such encumbrances or restrictions existing existence under or by reason of:of any agreements in effect on the Closing Date, (ii) required by the Senior Credit Facility that are not more restrictive than those in effect under the Senior Credit Facility on the Closing Date, (iii) existing at such Restricted Subsidiary at the time it became a Restricted Subsidiary if (A) such encumbrance or restriction was not created in anticipation of such acquisition and (B) immediately following such acquisition, on a pro forma basis, the Company could incur at least $1.00 of additional Indebtedness pursuant to clause (a) of Section 1008 or (iv) which result from the renewal, refinancing, extension or amendment of an agreement referred to in the immediately preceding clauses (i), (ii) and (iii) above, provided, such replacement or encumbrance or restriction is no more restrictive to the Company or Restricted Subsidiary and is not materially less favorable to the Holders of Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced, and (2) with respect to clause (d) only, to (i) any restriction on the sale, transfer or other disposition of assets or Property securing Indebtedness as a result of a Lien permitted under Section 1009, (ii) any encumbrance or restriction in connection with an acquisition of Property, so long as such encumbrance or restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition, (iii) customary provisions restricting subletting or assignment of leases and customary provisions in other agreements that restrict assignment of such agreements or rights thereunder, (iv) any encumbrance or restriction due to applicable law, (v) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale and (vi) restrictions contained in purchase money obligations for Property acquired in the ordinary course of business with respect to transfers of such Property.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will EEThe Company shall not, and will shall not permit any of its Restricted Subsidiaries 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 to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock to the Company or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer or any Note GuarantorCompany, (cb) to make any loans or advances to the Parent Guarantor or any of its Restricted Subsidiaries (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) Company or (dc) sell, lease or to transfer any of its properties property or assets to the Parent Guarantor Company, except: (i) any encumbrance or restriction pursuant to 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 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 its the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries it being understood that Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such transfers shall not include date; (iii) any type encumbrance or restriction pursuant to an agreement effecting a Refinancing of transfer described Indebtedness Incurred pursuant to an agreement referred to in clauses clause (a), (bi) 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 Noteholders 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) of this paragraphSection 4.06, except restrictions contained in each case 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 (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 encumbrances Restricted Subsidiary pending the closing of such sale or restrictions existing under or by reason of:disposition.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor Company will not, and will not permit any of its Restricted Subsidiaries 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligations owed to the Issuer or any Note GuarantorCompany, (cii) make any loans or advances to the Parent Guarantor Company or (iii) transfer any of its property or assets to the Company, except (A) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the date of this Indenture (including, without limitation, the Senior Credit Facility); (B) any encumbrance or restriction with respect to a Restricted Subsidiary (1) pursuant to an agreement relating to any Indebtedness Incurred by a Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company, or of another Person that is assumed by the Company or a Restricted Subsidiary in connection with the acquisition of assets from, or merger or consolidation with, such Person (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, or such acquisition of assets, merger or consolidation) and outstanding on the date of such acquisition, merger or consolidation or (2) pursuant to any agreement (not relating to any Indebtedness) in existence when a Person becomes a Subsidiary of the Company or when such agreement is acquired by the Company or any Subsidiary thereof, that is not created in contemplation of such Person becoming such a Subsidiary or such acquisition (for purposes of this clause (B), if another Person is the Successor Company, any Subsidiary or agreement thereof shall be deemed acquired or assumed, as the case may be, by the Company when such Person becomes the Successor Company); (C) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement (a "Refinancing Agreement") effecting a refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refinances or replaces, an agreement referred to in clause (A) or (B) of this covenant or this clause (C) or contained in any amendment to an agreement referred to in clause (A) or (B) of this covenant or this clause (C) (an "Initial Agreement") or contained in any amendment to an Initial Agreement; provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or amendment are no less favorable to the Holders of the Notes taken as a whole than encumbrances and restrictions contained in the Initial Agreement or Agreements to which such Refinancing Agreement or amendment relates; (D) any encumbrance or restriction (1) 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, (2) 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 not otherwise prohibited by this Indenture, (3) contained in mortgages, pledges or other security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements or (4) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (E) 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 Subsidiaries Subsidiary (it being understood or the property or assets that are subject to such restriction) pending the subordination closing of loans such sale or advances made to disposition; and (F) any encumbrance or restriction on the Parent Guarantor transfer of property or assets required by any regulatory authority having jurisdiction over the Company 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 (d) sell, lease or transfer any of its properties or assets to the Parent Guarantor or any of its Restricted Subsidiaries it being understood that such transfers shall not include any type of transfer described in clauses (a), (b) or (c) of this paragraph, except in each case for such encumbrances or restrictions existing under or by reason of:their businesses.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries 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) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to the Parent Guarantor Company or any of its other Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock)Subsidiary, (b) pay any Indebtedness owed to the Issuer or any Note Guarantor, (c) make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any other 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 (dc) sell, lease or transfer any of its properties or assets Property to the Parent Guarantor Company or any of its other Restricted Subsidiaries it being understood that such transfers shall Subsidiary. The foregoing limitations will not include any type of transfer described in apply (i) with respect to clauses (a), (b) and (c), to restrictions (A) in effect on the Issue Date, (B) relating to Debt of a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company, (C) which result from the Refinancing of Debt Incurred pursuant to an agreement referred to in the immediately preceding clause (i)(A) or (B) above or in clause (ii)(A) or (B) below, provided that such restriction is no less favorable to the Holders of Securities than those under the agreement evidencing the Debt so Refinanced, or (D) on Sales Finance or any other bankruptcy-remote special-purpose Subsidiary of the Company that purchases or sells accounts receivable or inventory pursuant to the Credit Facilities and (ii) with respect to clause (c) only, to restrictions (A) relating to Debt that is permitted to be Incurred and secured pursuant to Section 4.05 and Section 4.07 that limit the right of this paragraphthe debtor to dispose of the Property securing such Debt, except (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 each case for connection with or in anticipation of such encumbrances acquisition, (C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) customary restrictions existing under or by reason of:contained in asset sale agreements limiting the transfer of such Property pending the closing of such sale.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock to the Parent or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligation owed to the Issuer or any Note GuarantorParent, (cii) make any loans or advances to the Parent Guarantor or any of its Restricted Subsidiaries (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) Intermediate Holdco or (diii) sell, lease or transfer any of its properties property or assets to the Parent Guarantor or any of its Restricted Subsidiaries it being understood that such transfers shall not include Subsidiary, except: (1) any type of transfer described encumbrance or restriction pursuant to any Credit Facility, the Term Notes, any other agreement in clauses (a)effect at or entered into on the Issue Date or the Exchange Notes, (b2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness or Capital Stock Incurred or issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Parent or a Restricted Subsidiary (other than Indebtedness or Capital Stock Incurred or issued as consideration for, 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 Subsidiary or was acquired by the Parent or a Restricted Subsidiary) and outstanding on such date, (3) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (1) or (c2) of this paragraphSection 11.05 or contained in any amendment to an agreement referred to in clause (1) or (2) of this Section 11.05; 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 to the Holder than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements as determined in good faith by the Board of Directors of the Parent, except (4) in each the case for of clause (iii), 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 or such encumbrances lease, license or other contract, (5) in the case of clause (iii), contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions existing restrict the transfer of the property subject to such security agreements or mortgages, (6) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition, (7) customary provisions with respect to the disposition or distribution of assets or property in joint venture and other similar agreements, and (8) restrictions on cash or other deposits or net worth imposed by customers under or by reason of:contracts entered into in the ordinary course of business; PROVIDED that the Board of Directors of the Parent in good faith determines that such restrictions will not have a material adverse impact on the Issuers' ability to make payments on the Term Notes.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor Hanover will not, and will not permit any of its Restricted Subsidiaries 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligations owed to the Issuer Hanover or any Note Guarantor, Restricted Subsidiary; (c2) make any loans or advances to Hanover or any Restricted Subsidiary; or (3) transfer any of its property or assets to Hanover or any Restricted Subsidiary. The preceding provisions will not prohibit (i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Parent Guarantor date of this Agreement, including, without limitation, this Agreement, the 2001B Participation Agreement and the Senior Credit Agreement 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 a Restricted Subsidiary on or before the date on which such Restricted Subsidiary was acquired by Hanover (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by Hanover 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 refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in Section 9.5(i) or (ii) or this clause (iii) or contained in any amendment to an agreement referred to in Section 9.5(i) or (ii) or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement or amendment are no less favorable in any material respect to the Holders of the Securities than the encumbrances and restrictions contained in such agreements referred to in Section 9.5(i) or (ii) on the Issue Date or the date such Restricted Subsidiary became a Restricted Subsidiary, whichever is applicable; (iv) in the case of clause (3) of this Section 9.5, 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 permitted under this Agreement securing Indebtedness of Hanover or a Restricted Subsidiary 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 Hanover or 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 this Section 9.5 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, are necessary to effect such Qualified Receivables Transaction; (vii) any restriction with respect to a Restricted Subsidiary (or any of its Restricted Subsidiaries (it being understood that property or assets) imposed pursuant to an agreement entered into for the subordination direct or indirect sale or disposition of loans all or advances made to substantially all the Parent Guarantor Capital Stock or any assets of such Restricted Subsidiary to other Indebtedness Incurred by (or the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) or (d) sell, lease or transfer any of its properties property or assets that are subject to such restriction) pending the Parent Guarantor closing of such sale or any of its Restricted Subsidiaries it being understood that such transfers shall not include any type of transfer described in clauses disposition; and (a), (bviii) or (c) of this paragraph, except in each case for such encumbrances or restrictions arising or existing under or by reason of:of applicable law or any applicable rule, regulation or order.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Issuers shall not, and will shall not permit any of its Restricted Subsidiaries 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock to the Issuers or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer or any Note GuarantorIssuers, (cb) make any loans or advances to the Parent Guarantor Issuers or (c) transfer any of its property or assets to the Issuers, except (i) any encumbrance or restriction in respect of any Restricted Subsidiaries Subsidiary (it being understood x) pursuant to an agreement in effect at or entered into on the Issue Date as in effect on the Issue Date (including the New Credit Agreement) or (y) no more restrictive on such Restricted Subsidiary than under clause (x); (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 an 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 transaction pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by an Issuer 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 4.11 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.11 or this clause (iii); provided, however, that the subordination of loans encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or advances made amendment are no less favorable to the Parent Guarantor Noteholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (iv) any such encumbrance or restriction (A) consisting of customary non-assignment provisions in leases to the extent such provisions restrict the subletting, assignment or transfer of the lease or the property leased thereunder or in purchase money financings or (B) by virtue of any Indebtedness, transfer, option or right with respect to, or any Lien on, any property or assets of an Issuer or any Restricted Subsidiary to other Indebtedness Incurred not otherwise prohibited by the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on Indenture; (v) in the ability to make loans or advances) or (d) sell, lease or transfer any case of its properties or assets to the Parent Guarantor or any of its Restricted Subsidiaries it being understood that such transfers shall not include any type of transfer described in clauses (a), (b) or clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of this paragraph, except in each case a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (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 pending the closing of such sale or disposition; (vii) encumbrances or restrictions existing imposed by operation of any applicable law, rule, regulation or order; (viii) Capital Lease Obligations that are otherwise permitted hereunder; provided, however, that such encumbrance or restriction does not extend to any property other than that subject to the underlying lease; (ix) any encumbrance or restriction under or relating to an agreement relating to the acquisition of assets or property so long as such encumbrances and restriction relate solely to the assets so acquired (and any improvements thereon) and (x) restrictions imposed by reason of:the Notes or the Indenture or by the Company's other indebtedness ranking senior or pari passu with the Notes; provided, that such restrictions are no more restrictive taken as a whole than those imposed by this Indenture and the Notes.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor Holdings will not, and will not permit any of its Restricted Subsidiaries 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligations owed to the Issuer or any Note GuarantorHoldings, (cii) make any loans or advances to the Parent Guarantor or any of its Restricted Subsidiaries (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) Holdings or (diii) sell, lease or transfer any of its properties property or assets to Holdings, except (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Parent Guarantor date of this Indenture (including, without limitation, the Credit Agreement and the Senior Subordinated Notes); (b) any encumbrance or restriction imposed by Indebtedness incurred under the Credit Agreement in accordance with this Indenture, provided, however that such encumbrance or restriction is not materially more restrictive than that imposed by the Credit Agreement as of the Issue Date; (c) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by a Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by Holdings (other than Indebtedness Incurred as consideration in, or to provide all or any portion of its the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries it being understood that Subsidiary became a Restricted Subsidiary or was acquired by Holdings) and outstanding on such transfers shall not include date; (d) any type encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refinancing of transfer described Indebtedness Incurred pursuant to an agreement referred to in clauses clause (a), (b) or (c) of this paragraphcovenant or this clause (d) or contained in any amendment to an agreement referred to in clause (a) (b) or (c) of this covenant or this clause (d); provided, except however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in each any such agreement or amendment are not materially more restrictive than encumbrances and restrictions contained in such agreements; (e) in the case of clause (iii) above, 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) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of Holdings or any Restricted Subsidiary not otherwise prohibited by this Indenture (including any Permitted Lien), (C) contained in mortgages, pledges or other security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements or (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (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 (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (g) encumbrances or restrictions arising or existing under or by reason of:of applicable law; (h) restrictions on transfer contained in Purchase Money Indebtedness incurred pursuant to paragraph (b)(vii) of Section 3.3 of this Indenture, provided such restrictions relate only to the transfer of the property 49 43 acquired with the proceeds of such Purchase Money Indebtedness and (i) any restriction pursuant to the Senior Subordinated Note Indenture and the Senior Subordinated Notes of Nebraska Book.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries 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) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to the Parent Guarantor Company or any of its other Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock)Subsidiary, (b) pay any Indebtedness owed to the Issuer or any Note Guarantor, (c) make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any other 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 (dc) sell, lease or transfer any of its properties or assets Property to the Parent Guarantor Company or any of its other Restricted Subsidiaries it being understood that such transfers shall Subsidiary. The foregoing limitations will not include any type of transfer described in apply (i) with respect to clauses (a), (b) and (c), to restrictions (A) arising under agreements that were in effect on the Issue Date, (B) relating to Debt of a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or another Restricted Subsidiary, or (C) that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (i)(A) or (B) above or in clause (ii)(A) or (B) below, PROVIDED such restriction is no more restrictive than those under the agreement evidencing the Debt so Refinanced, and (ii) with respect to clause (c) only, to restrictions (A) relating to Debt that is permitted to be Incurred and secured without also securing the Securities pursuant to Sections 4.03 and 4.05 that limit the right of this paragraphthe debtor to dispose of the Property securing such Debt, except (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 each case for connection with or in anticipation of such encumbrances acquisition, (C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) customary restrictions existing under or by reason of:contained in asset sale agreements limiting the transfer of such Property pending the closing of such sale.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor Company will not, and will not permit any of its Restricted Subsidiaries 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligations owed to the Issuer or any Note GuarantorCompany, (cii) make any loans or advances to the Parent Guarantor or any of its Restricted Subsidiaries (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) Company or (diii) sell, lease or transfer any of its properties property or assets to the Parent Guarantor Company, except (a) any encumbrance or any restriction pursuant to an agreement in effect at or entered into on the date of its Restricted Subsidiaries it being understood this Indenture (including, without limitation, the New Credit Facility but only with respect to restrictions set forth in such facility that such transfers shall not include any are of the type of transfer described set forth in clauses (aii) and (iii), ); (b) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by a 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; (c) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this paragraphcovenant or this clause (c) or contained in any amendment to an agreement referred to in clause (a) or (b) of this covenant or this clause (c); PROVIDED, except HOWEVER, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in each any such agreement or amendment are no less favorable to the Holders of the Notes than encumbrances and restrictions contained in such agreements; (d) in the case for such encumbrances or restrictions existing under or by reason of:of clause (iii) above, any encumbrance or

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor Company will not, and will not permit any of its Restricted Subsidiaries 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock to the Company or with respect to any other interest Restricted Subsidiary or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligations owed to the Issuer Company or any Note Guarantor, Restricted Subsidiary; (c2) make any loans or advances to the Parent Guarantor Company or any Restricted Subsidiary; or (3) transfer any of its property or assets to the Company or any Restricted Subsidiary. The preceding provisions will not prohibit (i) any encumbrance or restriction pursuant to 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 by a Restricted Subsidiary on or 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 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 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 refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in Section 707(i) or (ii) or this clause (iii) or contained in any amendment to an agreement referred to in Section 707(i) or (ii) or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement or amendment are no less favorable in any material respect to the Holders of the Securities than the encumbrances and restrictions contained in such agreements referred to in Section 707(i) or (ii) on the Issue Date or the date such Restricted Subsidiary became a Restricted Subsidiary, whichever is applicable; (iv) in the case of clause (3) of this Section 707, any encumbrance or restriction (a) imposed by customary provisions in joint venture agreements and similar agreements that restrict the transfer of the interests in the joint venture (b) 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; (c) contained in mortgages, pledges or other security agreements permitted under this Agreement securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; or (d) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (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 this Section 707 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, are necessary to effect such Qualified Receivables Transaction; (vii) any restriction with respect to a Restricted Subsidiary (or any of its Restricted Subsidiaries (it being understood that property or assets) imposed pursuant to an agreement entered into for the subordination direct or indirect sale or disposition of loans all or advances made to substantially all the Parent Guarantor Capital Stock or any assets of such Restricted Subsidiary to other Indebtedness Incurred by (or the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) or (d) sell, lease or transfer any of its properties property or assets that are subject to such restriction) pending the Parent Guarantor closing of such sale or any of its Restricted Subsidiaries it being understood that such transfers shall not include any type of transfer described in clauses disposition; and (a), (bviii) or (c) of this paragraph, except in each case for such encumbrances or restrictions arising or existing under or by reason of:of applicable law or any applicable rule, regulation or order.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries 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 to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer Company or any Note Guarantora Restricted Subsidiary, (cb) to make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any a 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 (dc) sell, lease or to transfer any of its properties property or assets to the Parent Guarantor Company or a Restricted Subsidiary, except: (i) any encumbrance or restriction pursuant to 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 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 its the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries it being understood that Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such transfers shall not include date; (iii) any type encumbrance or restriction pursuant to an agreement effecting a Refinancing of transfer described Indebtedness Incurred pursuant to an agreement referred to in clauses clause (a), (bi) or (cii) of this paragraphSection 4.05 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.05 or this clause (iii); PROVIDED, except HOWEVER, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in each 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 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 encumbrances Restricted Subsidiary pending the closing of such sale or restrictions existing under or by reason of:disposition.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries 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) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to the Parent Guarantor Company or any of its other Restricted Subsidiaries on its Capital Stock Subsidiary, except that any Debt owed by a Restricted Subsidiary to the Company or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority Restricted Subsidiary may be subordinated in right of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior payment to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock)other Debt obligations of such Restricted Subsidiary, (b) pay any Indebtedness owed to the Issuer or any Note Guarantor, (c) make any loans or advances to the Parent Guarantor Company or any other Restricted Subsidiary, except that any repayment obligations of its the Company or any other Restricted Subsidiaries (it being understood that the subordination Subsidiary in respect of such loans or advances made may be subordinated in right of payment to other Debt obligations of the Parent Guarantor Company or any such other 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 (dc) sell, lease or transfer any of its properties or assets Property to the Parent Guarantor Company or any of its other Restricted Subsidiaries it being understood that such transfers shall Subsidiary. The foregoing limitations will not include any type of transfer described in apply (i) with respect to clauses (a), (b) and (c), to restrictions (A) in effect on the Issue Date, (B) relating to Debt of a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or (C) which result from the Refinancing of Debt Incurred pursuant to an agreement referred to in the immediately preceding clause (i)(A) or (B) above or in clause (ii)(A) or (B) below, PROVIDED such restriction is not materially less favorable to the Holders of Securities than those under the agreement evidencing the Debt so Refinanced, and (ii) with respect to clause (c) only, to restrictions (A) relating to Debt that is permitted to be Incurred and is not prohibited from being secured without also securing the Securities pursuant to Section 4.03 and Section 4.11 that limit the right of this paragraphthe debtor to dispose of the Property securing such Debt, except (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 each case for connection with or in anticipation of such encumbrances acquisition, (C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder, (D) customary restrictions existing under contained in asset sale or stock purchase agreements limiting the transfer of such Property pending the closing of such transaction or (E) any restriction imposed by reason of:applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries 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) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to the Parent Guarantor Company or any of its other Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock)Subsidiary, (b) pay any Indebtedness owed to the Issuer or any Note Guarantor, (c) make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any other 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 (dc) sell, lease or transfer any of its properties or assets Property to the Parent Guarantor Company or any of its other Restricted Subsidiaries it being understood that such transfers shall Subsidiary. The foregoing limitations will not include any type of transfer described in apply (i) with respect to clauses (a), (b) and (c), to restrictions (A) arising under agreements of the Company and any Restricted Subsidiary (as of the Issue Date) that were in effect on the Issue Date, (B) relating to Debt of a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or another Restricted Subsidiary, (C) that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (i)(A) or (B) above or in clause (ii)(A) or (B) below, PROVIDED such restriction is no more restrictive than those under the agreement evidencing the Debt so Refinanced, or (D) any restriction required by any governmental body or regulatory authority having jurisdiction over the Company or any Restricted Subsidiary or any of their businesses; and (ii) with respect to clause (c) only, to restrictions (A) relating to Debt that is permitted to be Incurred and secured without also securing the Securities pursuant to Sections 4.03 and 4.05 that limit the right of this paragraphthe debtor to dispose of the Property securing such Debt, except (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 each case for connection with or in anticipation of such encumbrances acquisition, (C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) customary restrictions existing under or by reason of:contained in asset sale agreements limiting the transfer of such Property pending the closing of such sale.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligation owed to the Issuer or any Note GuarantorCompany, (cii) make any loans or advances to the Parent Guarantor Company or (iii) transfer any of its property or assets to the Company, or (iv) guarantee the Notes, except: (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including, without limitation, the Indenture, the Notes and the Credit Agreements, if any; (b) any encumbrance or restriction with respect to such a Restricted Subsidiaries Subsidiary pursuant to an agreement relating to any Indebtedness issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness Incurred in 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 the Company or was acquired by the Company) provided that such encumbrance or restriction is not applicable to any properties or assets other than of the types owned or held by such Restricted Subsidiary at the time it being understood became a Restricted Subsidiary; (c) any encumbrance or restriction with respect to such a Restricted Subsidiary effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses (a) or (b) or this clause (c) or contained in any amendment to an agreement referred to in clauses (a) or (b) or this clause (c) (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (c) or contained in any amendment, modification, restatement, renewal or supplement to an agreement referred to in clauses (i) or (ii) or this clause (iii)); PROVIDED, HOWEVER, that the subordination encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of loans such agreement, refinancing agreement or advances made amendment, taken as a whole, are no less favorable to the Parent Guarantor Holders of the Notes in any material respect, as determined in good faith by the Board of Directors of the Company, than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Date; (d) in the case of clause (iii) of 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 the Company or any Restricted Subsidiary to other Indebtedness Incurred not otherwise prohibited by the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) this Indenture or (dC) sell, lease or transfer any of its properties or assets that is included in a licensing agreement to the Parent Guarantor or any extent such restrictions limit the transfer of its Restricted Subsidiaries it being understood that the property subject to such transfers shall not include any type licensing agreement; (e) in the case of transfer described in clauses clause (a), (b) or (ciii) of this paragraphSection 4.08, except restrictions contained in each case security agreements, mortgages or similar documents securing Indebtedness (including purchase money Indebtedness) of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements, mortgages or similar documents; (f) any restriction with respect to such 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 Restricted Subsidiary pending the closing of such sale or disposition; (g) encumbrances or restrictions arising or existing under or by reason of:of applicable law; (h) any encumbrance or restriction pursuant to Indebtedness of Receivables Subsidiaries that is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.07; and (i) restrictions on cash or other deposits imposed by customers under contracts incurred in the ordinary course of business consistent with past practices.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligation owed to the Issuer or any Note GuarantorCompany, (cii) make any loans or advances to the Parent Guarantor Company or (iii) transfer any of its property or assets to the Company; except: (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including the New Credit Facility; (b) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness 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); (c) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses (a) or (b) above or this clause (c) or contained in any amendment to an agreement referred to in clauses (a) or (b) or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of such agreement, refinancing agreement or amendment, taken as a whole, are no less favorable to the Holders in any material respect, as determined in good faith by the senior management of the Company or Board of Directors of the Company, than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Date; (d) in the case of clause (iii) of this Section 4.5, 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 the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture, (C) that is included 55 47 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 the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made in any manner material to the Parent Guarantor Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5, restrictions contained in security agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to other Indebtedness Incurred by the Parent Guarantor or extent such restrictions restrict the transfer of the property subject to such security agreements; (f) any restriction with respect to such a Restricted Subsidiary shall not be deemed a restriction on imposed pursuant to an agreement entered into for the ability to make loans sale or advances) disposition of all or (d) sell, lease or transfer any of its properties substantially all the Capital Stock or assets to of such Restricted Subsidiary pending the Parent Guarantor closing of such sale or any of its Restricted Subsidiaries it being understood that such transfers shall not include any type of transfer described in clauses disposition; and (a), (bg) or (c) of this paragraph, except in each case for such encumbrances or restrictions arising or existing under or by reason of:of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries 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 to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer Company or any Note Guarantora Restricted Subsidiary, (cb) to make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any a 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 (dc) sell, lease or to transfer any of its properties property or assets to the Parent Guarantor Company or a Restricted Subsidiary, except: (i) any encumbrance or restriction in the Credit Agreement 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 its the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries it being understood that Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such transfers shall not include date; (iii) any type encumbrance or restriction pursuant to an agreement effecting a Refinancing of transfer described Indebtedness Incurred pursuant to an agreement referred to in clauses clause (a), (bi) or (cii) of this paragraphSection 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, except however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in each 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 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 encumbrances Restricted Subsidiary pending the closing of such sale or restrictions existing under or by reason of:disposition.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries 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 (a) to pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock to the Company or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer or any Note GuarantorCompany, (cb) to make any loans or advances to the Parent Guarantor or any of its Restricted Subsidiaries (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) Company or (dc) sell, lease or transfer any of its properties property or assets to the Parent Guarantor Company, except: (i) with respect to any series of Securities, any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date with respect to such series; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement applicable to such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than an agreement entered into in connection with, or in anticipation of, the transaction or series of its related transactions pursuant to which such Restricted Subsidiaries it being understood Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to any other agreement contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 10.07 or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such transfers shall not include Restricted Subsidiary contained in any type such agreement or amendment are no less favorable to the Holders of transfer described Securities than encumbrances and restrictions with respect to such Restricted Subsidiary contained in the agreements referred to in clauses (a), (bi) or (cii) of this paragraphSection 10.07, except as the case may be; (iv) any such encumbrance or restriction consisting of customary non-assignment provisions in each 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 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 encumbrances Restricted Subsidiary pending the closing of such sale or restrictions existing under or by reason of:disposition.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor Company will not, and will not permit any of its Restricted Subsidiaries 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligations owed to the Issuer Company or any Note GuarantorRestricted Subsidiary, (cii) make any loans or advances to the Parent Guarantor Company or any Restricted Subsidiary or (iii) transfer any of its property or assets to the Company or any Restricted Subsidiary, except (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the date of this Indenture (including, without limitation, this Indenture and the Senior Credit Agreement in effect on the date hereof); (b) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by a 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 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 or in contemplation thereof) and outstanding on such date; (c) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this Section 3.5 or this clause (c) or contained in any amendment to an agreement referred to in clause (a) or (b) of this Section 3.5 or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement or amendment are no less favorable in any material respect to the Holders of the Securities than encumbrances and restrictions contained in such agreements referred to in clauses (a) and (b); (d) in the case of clause (iii) above, 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 securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; provided that such mortgage, pledge or other security agreement is permitted under this Indenture or (C) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (e) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired; (f) 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, are necessary to effect such Qualified Receivables Transaction; (g) any restriction with respect to a Restricted Subsidiary (or any of its Restricted Subsidiaries (it being understood that property or assets) imposed pursuant to an agreement entered into for the subordination direct or indirect sale or disposition of loans all or advances made to substantially all the Parent Guarantor Capital Stock or any assets of such Restricted Subsidiary to other Indebtedness Incurred by (or the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) or (d) sell, lease or transfer any of its properties property or assets that are subject to such restriction) pending the Parent Guarantor closing of such sale or any of its Restricted Subsidiaries it being understood that such transfers shall not include any type of transfer described in clauses disposition; and (a), (bh) or (c) of this paragraph, except in each case for such encumbrances or restrictions arising or existing under or by reason of:of applicable law or any applicable rule, regulation or order.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will notNeither the Company nor the Issuer shall, and will not nor shall the Company permit any of its other Restricted Subsidiaries 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 to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock to the Company or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer Company or any Note Guarantorthe Issuer, (cb) to make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (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) Issuer or (dc) sell, lease or to transfer any of its properties property or assets to the Parent Guarantor Company or the Issuer, except: (i) any encumbrance or restriction pursuant to 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 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 its the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries it being understood that Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such transfers shall not include date; (iii) any type encumbrance or restriction pursuant to an agreement effecting a Refinancing of transfer described Indebtedness Incurred pursuant to an agreement referred to in clauses clause (a), (bi) or (cii) of this paragraphcovenant or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this covenant or this clause (iii); PROVIDED, except HOWEVER, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in each any such refinancing agreement or amendment are no less favorable to the Noteholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv) any such encumbrance or restriction consisting of customary non-assignment 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 to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (vi) any restriction with respect to the Guaranteed Notes, any defeasance trust or the Debt Service Reserve Account; and (vii) 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 encumbrances Restricted Subsidiary pending the closing of such sale or restrictions existing under or by reason of:disposition.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligation owed to the Issuer or any Note GuarantorCompany, (cii) make any loans or advances to the Parent Guarantor Company or (iii) transfer any of its property or assets to the Company or Guarantee the Securities, except: (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date; (b) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness Incurred in 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 the Company or was acquired by the Company); (c) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without violation of this Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses (a) or (b) or this clause (c) or contained in any amendment to an agreement referred to in clauses (a) or (b) or this clause (c); PROVIDED, HOWEVER, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of such agreement, refinancing agreement or amendment, taken as a whole, are no less favorable to the Holders of the Securities in any material respect, as determined in good faith by the Board of Directors of the Company, than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Date; (d) in the case of clause (iii), 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 the Company 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 the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made in any manner material to the Parent Guarantor Company or any such Restricted Subsidiary; (e) in the case of clause (iii) above, restrictions contained in security agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements; (f) in the case of clause (iii) above, any instrument governing or evidencing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary of the Company at the time of such acquisition, which encumbrance or restriction is not applicable to other Indebtedness Incurred by any Person, or the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) or (d) sell, lease or transfer any of its properties or assets to of any Person, other than the Parent Guarantor or any of its Restricted Subsidiaries it being understood Person so acquired; PROVIDED, HOWEVER, that such transfers shall Indebtedness is not include incurred in connection with or in contemplation of such acquisition; (g) any type restriction with respect to such a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of transfer described in clauses all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (a), (bh) or (c) of this paragraph, except in each case for such encumbrances or restrictions arising or existing under or by reason of:of applicable law; (i) any encumbrance or restriction pursuant to Indebtedness of Restricted Subsidiaries that is permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09; and (j) restrictions on cash or other deposits imposed by customers under contracts incurred in the ordinary course of business consistent with past practices.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries 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 (a) to pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock to the Company or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer or any Note GuarantorCompany, (cb) to make any loans or advances to the Parent Guarantor or any of its Restricted Subsidiaries (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) Company or (dc) sell, lease or transfer any of its properties property or assets to the Parent Guarantor Company, except: (i) any encumbrance or restriction pursuant to 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 applicable to such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than an agreement entered into in connection with, or in anticipation of, the transaction or series of its related transactions pursuant to which such Restricted Subsidiaries it being understood Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to any other agreement 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 transfers shall not include Restricted Subsidiary contained in any type of transfer described such agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in the agreements referred to in clauses (a), (bi) or (cii) of this paragraphSection 4.06, except as the case may be; (iv) any such encumbrance or restriction consisting of customary non assignment provisions in each 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 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 encumbrances Restricted Subsidiary pending the closing of such sale or restrictions existing under or by reason of:disposition.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor Hanover will not, and will not permit any of its Restricted Subsidiaries 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligations owed to the Issuer Hanover or any Note Guarantor, Restricted Subsidiary; (c2) make any loans or advances to Hanover or any Restricted Subsidiary; or (3) transfer any of its property or assets to Hanover or any Restricted Subsidiary. The preceding provisions will not prohibit (i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Parent Guarantor date of this Agreement, including, without limitation, this Agreement, the 2001A Participation Agreement and the Senior Credit Agreement 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 a Restricted Subsidiary on or before the date on which such Restricted Subsidiary was acquired by Hanover (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by Hanover 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 refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in Section 9.5(i) or (ii) or this clause (iii) or contained in any amendment to an agreement referred to in Section 9.5(i) or (ii) or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement or amendment are no less favorable in any material respect to the Holders of the Securities than the encumbrances and restrictions contained in such agreements referred to in Section 9.5(i) or (ii) on the Issue Date or the date such Restricted Subsidiary became a Restricted Subsidiary, whichever is applicable; (iv) in the case of clause (3) of this Section 9.5, 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 permitted under this Agreement securing Indebtedness of Hanover or a Restricted Subsidiary 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 Hanover or 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 this Section 9.5 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, are necessary to effect such Qualified Receivables Transaction; (vii) any restriction with respect to a Restricted Subsidiary (or any of its Restricted Subsidiaries (it being understood that property or assets) imposed pursuant to an agreement entered into for the subordination direct or indirect sale or disposition of loans all or advances made to substantially all the Parent Guarantor Capital Stock or any assets of such Restricted Subsidiary to other Indebtedness Incurred by (or the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) or (d) sell, lease or transfer any of its properties property or assets that are subject to such restriction) pending the Parent Guarantor closing of such sale or any of its Restricted Subsidiaries it being understood that such transfers shall not include any type of transfer described in clauses disposition; and (a), (bviii) or (c) of this paragraph, except in each case for such encumbrances or restrictions arising or existing under or by reason of:of applicable law or any applicable rule, regulation or order.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligation owed to the Issuer or any Note GuarantorCompany, (cii) make any loans or advances to the Parent Guarantor Company or (iii) transfer any of its property or assets to the Company; except: (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the 1997 Security Issue Date, including the Credit Agreement; (b) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness or Preferred Stock issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company and 49 43 outstanding on such date (other than Indebtedness 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); (c) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without violation of this Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses (a) or (b) or this clause (c) or contained in any amendment to an agreement referred to in clauses (a) or (b) or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of such agreement, refinancing agreement or amendment, taken as a whole, are not materially less favorable to the Holders, as determined in good faith by the senior management of the Company or Board of Directors, than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the 1997 Security Issue Date; (d) in the case of clause (iii) of this Section 4.5, 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 the Company 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 the Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made in any manner material to the Parent Guarantor Company or any such Restricted Subsidiary as determined in good faith by senior management of the Company; (e) in the case of clause (iii) of this Section 4.5, restrictions contained in security agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to other Indebtedness Incurred by the Parent Guarantor or extent such restrictions restrict the transfer of the property subject to such security agreements; (f) any restriction with respect to such a Restricted Subsidiary shall not be deemed a restriction on imposed pursuant to an agreement entered into for the ability to make loans sale or advances) disposition of all or (d) sell, lease or transfer any of its properties substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (g) encumbrances or restrictions with respect to the Parent Guarantor or any Indebtedness of its Restricted Subsidiaries it being understood Foreign Subsidiaries; provided that such transfers shall not include any type of transfer described in clauses (a), (bi) or (c) of this paragraph, except in each case for such encumbrances or restrictions do not limit in any manner the ability of the Restricted Subsidiaries of the Company in existence on the 1997 Security Issue Date from performing any of the acts referred to in clauses (i) through (iii) of this Section 4.5 and (ii) the aggregate principal amount of the Indebtedness of the Foreign Subsidiaries of the Company which includes such an encumbrance or restriction does not exceed $50.0 million; and (h) encumbrances or restrictions arising or existing under or by reason of:of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor Company will not, and will not permit any of its Restricted Subsidiaries 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock to the Company or with respect to any other interest Restricted Subsidiary or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligations owed to the Issuer Company or any Note Guarantor, Restricted Subsidiary; (c2) make any loans or advances to the Parent Guarantor Company or any Restricted Subsidiary; or (3) transfer any of its property or assets to the Company or any Restricted Subsidiary. The preceding provisions will not prohibit (i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including, without limitation, each Senior Credit Agreement 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 a Restricted Subsidiary on or 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 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 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 refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in Section 707(i) or (ii) or this clause (iii) or contained in any amendment to an agreement referred to in Section 707(i) or (ii) or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement or amendment are no less favorable in any material respect, taken as a whole, to the Holders of the Securities than the encumbrances and restrictions contained in such agreements referred to in Section 707(i) or (ii) on the Issue Date or the date such Restricted Subsidiary became a Restricted Subsidiary, whichever is applicable; (iv) in the case of clause (3) of this Section 707, any encumbrance or restriction (a) imposed by customary provisions in joint venture agreements and similar agreements that restrict the transfer of the interests in the joint venture (b) 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; (c) contained in mortgages, pledges or other security agreements permitted under this Indenture securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; or (d) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (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 this Section 707 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, 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 the Capital Stock or assets of such Restricted Subsidiaries Subsidiary (it being understood or the property or assets that are subject to such restriction) pending the subordination closing of loans such sale or advances made disposition; (viii) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (ix) encumbrances or restrictions applicable only to the Parent Guarantor a Foreign Subsidiary; and (x) restrictions on cash or other deposits or net worth imposed in relation to any Restricted Subsidiary to other Indebtedness Incurred by under contracts entered into in the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) or (d) sell, lease or transfer any ordinary course of its properties or assets to the Parent Guarantor or any of its Restricted Subsidiaries it being understood that such transfers shall not include any type of transfer described in clauses (a), (b) or (c) of this paragraph, except in each case for such encumbrances or restrictions existing under or by reason of:business.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Company and each Subsidiary Guarantor will shall not, and will shall not permit any of its Restricted Subsidiaries 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligations owed to the Issuer or any Note GuarantorCompany, (cii) make any loans or advances to the Parent Guarantor or any of its Restricted Subsidiaries (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) Company or (diii) sell, lease or transfer any of its properties property or assets to the Parent Guarantor Company, except (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date (including, the Revolving Credit Facility but after giving effect to the use of proceeds from the issuance of the Securities to retire Indebtedness on such date); (b) any encumbrance or restriction imposed by the Securities or any pari passu Indebtedness incurred in accordance with this Indenture and whose restrictions are no more restrictive than those in this Indenture; (c) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by a Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary became a Restricted Subsidiary (other than Indebtedness Incurred as consideration in, or to provide all or any portion of its the funds utilized to consummate or otherwise Incurred in connection with, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries it being understood Subsidiary became a Restricted Subsidiary) and outstanding on such date; (d) any encumbrance or restriction imposed by any Senior Credit Facility that such transfers shall not include is no more restrictive than those contained in the Revolving Credit Facility; (e) any type encumbrance or restriction with respect to any agreement effecting a refinancing, refunding, replacement, renewal, repayment or extension (including pursuant to defeasance or discharger mechanisms) of transfer described Indebtedness Incurred pursuant to an agreement referred to in clauses clause (a), (b), (c) or (cd) of this paragraphSection 3.6 or this clause (e) or contained in any amendment to an agreement referred to in clause (a), except in each case for (b), (c) or (d) of this Section 3.6 or this clause (e); provided, however, that the encumbrances and restrictions with respect to any such agreement or amendment are not materially more restrictive than encumbrances or restrictions contained in such agreements; (f) in the case of clause (iii) above, 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 similar contract, or the assignment or transfer of any such lease, license or other contract; (g) 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 (or the property or assets, that are subject to such restriction) pending the closing of such sale or disposition; (h) encumbrances or restrictions arising or existing under or by reason of:of applicable law; (i) restrictions on transfer contained in Purchase Money Indebtedness incurred pursuant to Section 3.3 of this Indenture; provided such restrictions relate only to the transfer of the property acquired with the proceeds of such Purchase Money Indebtedness; (j) any restriction pursuant to this Indenture, the Securities or the Subsidiary Guarantees.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor Issuer will not, and will not permit any of its Restricted Subsidiaries 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) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer or a Restricted Subsidiary or pay any Note GuarantorIndebtedness or other obligation owed to the Issuer, (cii) make any loans or advances to the Parent Guarantor or any of its Restricted Subsidiaries (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) Issuer or (diii) sell, lease or transfer any of its properties property or assets to the Parent Guarantor Issuer or any Restricted Subsidiary, except: (1) any encumbrance or restriction pursuant to a Credit Facility or any agreement in effect at or entered into on the Issue Date; (2) 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 Issuer or a Restricted Subsidiary (other than Indebtedness Incurred as consideration in, or to provide all or any portion of its the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiaries it being understood that Subsidiary became a Subsidiary or was acquired by the Issuer or a Restricted Subsidiary) and outstanding on such transfers shall not include date; (3) any type encumbrance or restriction pursuant to an agreement effecting a Refinancing of transfer described Indebtedness Incurred pursuant to an agreement referred to in clauses clause (a), (b1) or (c2) of this paragraphSection 4.6 or contained in any amendment to an agreement referred to in clause (1) or (2) of this Section 4.6; provided, except however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in each any such refinancing agreement or amendment taken as a whole are no less favorable to the Noteholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements as determined in good faith by the Board of Directors of the Issuer; (4) in the case for of clause (iii), 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) in the case of clause (iii), contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrances encumbrance or restrictions existing under or by reason of:restrict the transfer of the property subject to such security agreements or