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

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the Company, (ii) make any loans or advances to the 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 Subsidiaries in any manner material to the 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 the extent such restrictions restrict the transfer of the property subject to such security agreements; (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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Neither the Company nor the Issuer shall, nor shall not, and shall not 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 such Restricted Subsidiary (a) to (i) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the CompanyCompany or the Issuer, (iib) to make any loans or advances to the Company or the Issuer or (iiic) to transfer any of its property or assets to the Company; Company or the Issuer, except: (ai) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including the Credit Agreement; (bii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued 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 issued Incurred 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)) and outstanding on such date; (ciii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing effecting a Refinancing of Indebtedness Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses clause (ai) or (bii) of this covenant or this clause (ciii) or contained in any amendment to an agreement referred to in clauses clause (ai) or (bii) of this covenant or this clause (ciii); providedPROVIDED, howeverHOWEVER, 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, amendment 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, Noteholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Datesuch agreements; (div) 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 (iiic) 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5above, restrictions contained in security agreements, agreements or 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 agreementsagreements or mortgages; (fvi) any restriction with respect to such 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 Restricted Subsidiary pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall 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 such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the CompanyCompany or any other Restricted Subsidiary, (ii) make any loans or advances to the Company or any other Restricted Subsidiary or (iii) transfer any of its property or assets to the CompanyCompany or any other Restricted Subsidiary; except: (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 AgreementFacility and the Senior Secured Notes then in existence; (b) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued 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 issued Incurred 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)) and outstanding on such date; (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 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 encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of such agreement, refinancing agreement or amendment, taken as a whole, amendment 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 CompanySecurities taken as a whole, than the original encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Datesuch agreements; (d) in the case of clause (iii) of this Section 4.53.6, 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, conveyance or contract license or similar property or assetcontract, (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 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 Subsidiaries in any manner material to the 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 agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreementsagreements and (D) ordinary course provisions restricting the assignability of contracts; (fe) any restriction with respect to such the Company or 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 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 effect such Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entity; and (g) encumbrances or restrictions arising or existing any restriction by reason operation of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the Company, (ii) make any loans or advances to the 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 inIncurred in anticipation of, 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 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 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 4.54.08, 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 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 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.54.08 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 any Person, or the properties or assets of any Person, other than the Person so acquired; provided, however, that such Indebtedness is not Incurred in connection with or in contemplation of such acquisition; (g) 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; and (gh) encumbrances or restrictions arising or existing by reason of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability right of any such Restricted Subsidiary to (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock Stock, or pay any Indebtedness Debt or other obligation owed owed, to the CompanyCompany or any other Restricted Subsidiary, (iib) make any loans or advances to the Company or any other Restricted Subsidiary or (iiic) except for restrictions described in Section 4.08(ii), transfer any of its property or assets Property to the Company; except: Company or any other Restricted Subsidiary. The foregoing limitations will not apply (i) with respect to clauses (a), (b) any encumbrance or restriction pursuant and (c), to an agreement restrictions (A) in effect at or entered into on the Issue Date, including the Credit Agreement; (bB) any encumbrance or restriction with respect relating to such Debt of a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued by such and existing at the time it became a Restricted Subsidiary on if such restriction was not created in connection with or prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness issued as consideration in, or to provide all or any portion in 44 39 anticipation 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); , (cC) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness which result from the Refinancing of Debt Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses the immediately preceding clause (ai)(A) or (bB) above or this in clause (c) or contained in any amendment to an agreement referred to in clauses (aii)(A) or (bB) or this clause (c); providedbelow, however, provided 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 restriction is no less favorable to the Holders in of Securities than those under the agreement evidencing the Debt so Refinanced, or (D) on any material respect, as determined in good faith by the senior management of the Company or Board of Directors of the Company, than encumbrances Securitization Subsidiary and restrictions (ii) 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 (iiic) of this Section 4.5only, any encumbrance or restriction to restrictions (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset relating to Debt that is a lease, license, conveyance or contract or similar property or assetpermitted to be Incurred and secured pursuant to Section 4.05 and Section 4.07 that limit the right of the debtor to dispose of the Property securing such Debt, (B) encumbrances on Property at the time such Property was acquired 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 Subsidiary, so long as such restriction relates solely to the Property so acquired and was not otherwise prohibited by the Indenturecreated 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 is included in a licensing agreement to the extent restrict assignment of such restrictions limit the transfer of the property subject to such licensing agreement agreements or rights thereunder 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5, customary restrictions contained in security agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict asset sale agreements limiting the transfer of the property subject to such security agreements; (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 the Capital Stock or assets of such Restricted Subsidiary Property pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable lawsale.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability right of any such Restricted Subsidiary to (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock Stock, or pay any Indebtedness Debt or other obligation owed owed, to the CompanyCompany or any other Restricted Subsidiary, except that any Debt owed by a Restricted Subsidiary to the Company or any other Restricted Subsidiary may be subordinated in right of payment to other Debt obligations of such Restricted Subsidiary, (iib) make any loans or advances to the Company or any other Restricted Subsidiary, except that any repayment obligations of the Company or any other Restricted Subsidiary in respect of such loans or advances may be subordinated in right of payment to other Debt obligations of the Company or such other Restricted Subsidiary or (iiic) transfer any of its property or assets Property to the Company; except: Company or any other Restricted Subsidiary. The foregoing limitations will not apply (i) with respect to clauses (a), (b) any encumbrance or restriction pursuant and (c), to an agreement restrictions (A) in effect at or entered into on the Issue Date, including the Credit Agreement; (bB) any encumbrance or restriction with respect relating to such Debt of a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued by such and existing at the time it became a Restricted Subsidiary on if such restriction was not created in connection with or prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness issued as consideration in, or to provide all or any portion in anticipation 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); Company or (cC) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness which result from the Refinancing of Debt Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses the immediately preceding clause (ai)(A) or (bB) above or this in clause (c) or contained in any amendment to an agreement referred to in clauses (aii)(A) or (bB) or this clause (c); providedbelow, however, that the encumbrances and restrictions with respect to PROVIDED such Restricted Subsidiary contained in any of such agreement, refinancing agreement or amendment, taken as a whole, are no restriction is not materially less favorable to the Holders in any material respectof Securities than those under the agreement evidencing the Debt so Refinanced, as determined in good faith by the senior management of the Company or Board of Directors of the Company, than encumbrances and restrictions (ii) 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 (iiic) of this Section 4.5only, any encumbrance or restriction to restrictions (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset relating to Debt that is a lease, license, conveyance or contract or similar property or assetpermitted 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 the debtor to dispose of the Property securing such Debt, (B) encumbering Property at the time such Property was acquired 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 Subsidiary, so long as such restriction relates solely to the Property so acquired and was not otherwise prohibited by the Indenturecreated 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 is included restrict assignment of such agreements or rights thereunder, (D) customary restrictions contained in a licensing agreement to the extent such restrictions limit asset sale or stock purchase agreements limiting 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 Subsidiaries in any manner material to the 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 the extent such restrictions restrict the transfer of the property subject to such security agreements; (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 the Capital Stock or assets of such Restricted Subsidiary Property pending the closing of such sale transaction or disposition; and (gE) encumbrances or restrictions arising or existing any restriction imposed by reason of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the Company, (ii) make any loans or advances to the 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 inIncurred in anticipation of, 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 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 holders of the Securities 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 4.54.08, 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 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 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5above, 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 any Person, or the properties or assets of any Person, other than the Person so acquired; provided, however, that such Indebtedness is not Incurred in connection with or in contemplation of such acquisition; (g) 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; and (gh) encumbrances or restrictions arising or existing by reason of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and 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 such Restricted Subsidiary to (ia) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the CompanyCompany or any Restricted Subsidiary, (iib) make any loans or advances to the Company or any Restricted Subsidiary or (iiic) transfer any of its property or assets to the Company; Company or any Restricted 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; (bB) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued Incurred 54 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 Holdings (other than Indebtedness issued Incurred 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)Holdings) and outstanding on such date; (cC) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing effecting a Refinancing of Indebtedness Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses (aSection 4.05(1)(A) or (bB) or this clause (cC) or contained in any amendment to an agreement referred to in clauses (aSection 4.05(1)(A) or (bB) or this clause (cC); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of such agreement, refinancing agreement or amendmentamendment are not materially less favorable, taken as a whole, are no less favorable to the Holders in any material respect, Company (as determined by the Company in its reasonable and good faith by the senior management of the Company or Board of Directors of the Company, judgment) than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Datesuch predecessor agreements; (dD) 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 Subsidiaries in any manner material to the 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 the extent such restrictions restrict the transfer of the property subject to such security agreements; (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 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; (gF) encumbrances any encumbrance or restrictions arising or existing by reason of 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 Indenture; (I) provisions contained in any license, permit or other accreditation with a regulatory authority entered into the ordinary course of business;

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Neither the Company nor the Issuer shall, nor shall not, and shall not 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 such Restricted Subsidiary (a) to (i) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the CompanyCompany or the Issuer, (iib) to make any loans or advances to the Company or the Issuer or (iiic) to transfer any of its property or assets to the Company; Company or the Issuer, except: (ai) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including the Credit Agreement; (bii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued 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 issued Incurred 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)) and outstanding on such date; (ciii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing effecting a 29 Refinancing of Indebtedness Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses clause (ai) or (bii) of this covenant or this clause (ciii) or contained in any amendment to an agreement referred to in clauses clause (ai) or (bii) of this covenant or this clause (ciii); providedPROVIDED, howeverHOWEVER, 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, amendment 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, Noteholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Datesuch agreements; (div) 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 (iiic) 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5above, restrictions contained in security agreements, agreements or 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 agreementsagreements or mortgages; (fvi) any restriction with respect to such 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 Restricted Subsidiary pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company and each Subsidiary Guarantor shall not, and 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 such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the Company, (ii) make any loans or advances to the Company or (iii) transfer any of its property or assets to the Company; except: , except (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue DateDate (including, including the Revolving Credit AgreementFacility 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 such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued Incurred by such a Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date became a Restricted Subsidiary (other than Indebtedness issued Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummateconsummate or otherwise Incurred in connection with, 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)Subsidiary) and outstanding on such date; (cd) any encumbrance or restriction imposed by any Senior Credit Facility that is no more restrictive than those contained in the Revolving Credit Facility; (e) any encumbrance or restriction with respect to such any agreement effecting a Restricted Subsidiary refinancing, refunding, replacement, renewal, repayment or extension (including pursuant to an agreement evidencing defeasance or discharger mechanisms) of Indebtedness Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses clause (a), (b), (c) or (bd) of this Section 3.6 or this clause (ce) or contained in any amendment to an agreement referred to in clauses clause (a), (b), (c) or (bd) of this Section 3.6 or this clause (ce); provided, however, that the encumbrances and restrictions with respect to any such Restricted Subsidiary agreement or amendment are not materially more restrictive than encumbrances or restrictions 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 Dateagreements; (df) in the case of clause (iii) of this Section 4.5above, 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, conveyance or contract license or similar property contract, or asset, (B) by virtue the assignment or transfer of any transfer ofsuch lease, agreement to transfer, option license 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiaryother contract; (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 the extent such restrictions restrict the transfer of the property subject to such security agreements; (fg) any restriction with respect to such a Restricted Subsidiary (or any of its property or assets imposed pursuant to an agreement entered into for the 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; and (gh) encumbrances or restrictions arising or existing by reason 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 Company shall not, and 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 such Restricted Subsidiary (a) to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the CompanyCompany or a Restricted Subsidiary, (iib) to make any loans or advances to the Company or a Restricted Subsidiary or (iiic) to transfer any of its property or assets to the Company; Company or a Restricted Subsidiary, except: (ai) any encumbrance or restriction in the Credit Agreement on the Issue Date or pursuant to an any other agreement in effect at or entered into on the Issue Date, including the Credit Agreement; (bii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued 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 issued Incurred 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)) and outstanding on such date; (ciii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing effecting a Refinancing of Indebtedness Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses clause (ai) or (bii) of this Section 4.06 or this clause (ciii) or contained in any amendment to an agreement referred to in clauses clause (ai) or (bii) of this Section 4.06 or this clause (ciii); 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, amendment 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, Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Datesuch agreements; (div) 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 (iiic) 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5above, restrictions contained in security agreements, agreements or 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 agreementsagreements or mortgages; and (fvi) 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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the Company, (ii) make any loans or advances to the 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 AgreementFacility; (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 inIncurred in anticipation of, 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 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 holders of the Securities 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 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5above, 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 any Person, or the properties or assets of any Person, other than the Person so acquired; provided, however, that such Indebtedness is not incurred in connection with or in contemplation of such acquisition; (g) 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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (gh) encumbrances or restrictions arising or existing by reason of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company Guarantor shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary other than the Company 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 other than the Company; (a) to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the CompanyCompany or another Restricted Subsidiary, (iib) to make any loans or advances to the Company or another Restricted Subsidiary or (iiic) to transfer any of its property or assets to the Company; Company or another Restricted Subsidiary, except: (ai) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including the Credit Agreement; (bii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued 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 issued Incurred 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)) and outstanding on such date; (ciii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing effecting a Refinancing of Indebtedness Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses clause (ai) or (bii) of this covenant or this clause (ciii) or contained in any amendment to an agreement referred to in clauses clause (ai) or (bii) of this Section 4.06 or this clause (ciii); 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, amendment 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, Noteholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Datesuch agreements; (div) any such encumbrance or restriction consisting of customary nonassignment provisions related to intellectual property and 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 (iiic) 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5above, restrictions contained in security agreements, agreements or mortgages or similar documents securing Indebtedness of a Restricted Subsidiary other than the 39 47 Company to the extent such restrictions restrict the transfer of the property subject to such security agreementsagreements or mortgages; (fvi) any restriction with respect to such a Restricted Subsidiary other than the Company 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 (gvii) encumbrances any encumbrance or restrictions arising or existing restriction pursuant to an agreement relating to Indebtedness permitted by reason clause (iii) of applicable lawparagraph (b) of Section 4.07.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company Corporation shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability right of any such Restricted Subsidiary to (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock Stock, or pay any Indebtedness Debt or other obligation owed owed, to the CompanyCorporation or any other Restricted Subsidiary, (iib) make any loans or advances to the Company Corporation or any other Restricted Subsidiary, (iiic) transfer any of its property or assets Property to the Company; except: Corporation or any other Restricted Subsidiary or (d) guarantee any Debt of the Corporation or any other Restricted Subsidiary. The foregoing limitations will not apply (i) with respect to clauses (a), (b), (c) any encumbrance or restriction pursuant and (d), to an agreement restrictions (A) in effect at or entered into on the Issue Date, including the Credit Agreement; (bB) any encumbrance or restriction with respect relating to such Debt of a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued by such and existing at the time it became a Restricted Subsidiary on if such restriction was not created in connection with or prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness issued as consideration in, or to provide all or any portion in anticipation 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); Corporation, (cC) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness which result from the Refinancing of Debt Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses the immediately preceding clause (ai)(A) or (bB) above or this in clause (c) or contained in any amendment to an agreement referred to in clauses (aii)(A) or (bB) or this clause (c); providedbelow, however, provided 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 restriction is no less favorable to the Holders in of 2009 Series Bonds than those under the agreement evidencing the Debt so Refinanced, (D) on Sales Finance or any material respect, as determined in good faith by the senior management other bankruptcy- remote special-purpose Subsidiary of the Company Corporation that purchases or Board of Directors of the Company, than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, sells accounts receivable 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 inventory pursuant to the extent such restrictions limit the transfer of the property subject to such licensing agreement Credit Facilities or (DE) arising or agreed to in a joint venture agreement, entered into by the Corporation or a Restricted Subsidiary in the ordinary course of business that do not (as determined by the Corporation and that does notcertified in a resolution of the Board of Directors or a certificate of the chief financial or chief accounting officer of the Corporation delivered to the Trustee prior to or promptly following such encumbrance or restriction becoming effective), individually or in the aggregate, (1) detract from the value of property or assets of the Company Corporation or any of its Subsidiaries Restricted Subsidiary in any manner material to the Company Corporation or any Restricted Subsidiary or (2) materially adversely affect the Corporation's ability to make principal or interest payments on the 2009 Series Bonds 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 4.12 of the Original Indenture that limit the right of the debtor to dispose of the Property securing such Debt, (B) encumbering Property at the time such Property was acquired by the Corporation or any Restricted Subsidiary; , so long as such restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition, (eC) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in the case other agreements that restrict assignment of clause such agreements or rights thereunder or (iiiD) of this Section 4.5, customary restrictions contained in security agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict asset sale agreements limiting the transfer of the property subject to such security agreements; (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 the Capital Stock or assets of such Restricted Subsidiary Property pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable lawsale.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall 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: (i1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the Company, Company or any Restricted Subsidiary; (ii2) make any loans or advances to the Company or any Restricted Subsidiary; or (iii3) transfer any of its property or assets to the Company; exceptCompany or any Restricted Subsidiary. The preceding provisions will not prohibit: (ai) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Datedate of this Indenture, including including, without limitation, this Indenture and the Senior Credit AgreementAgreement in effect on such date; (bii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued Incurred by such a Restricted Subsidiary on or prior to before the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness issued Incurred 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)Company or in contemplation thereof) and outstanding on such date; (ciii) 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 Incurred pursuant to an agreement referred to in clauses SECTION 3.5(i) OR (a) or (bii) or this clause (ciii) or contained in any amendment to an agreement referred to in clauses SECTION 3.5(i) OR (a) or (bii) or this clause (ciii); providedPROVIDED, howeverHOWEVER, 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, amendment are no less favorable in any material respect to the Holders in any material respect, as determined in good faith by the senior management of the Company or Board of Directors of Securities than the Company, than encumbrances and restrictions with respect contained in such agreements referred to in SECTION 3.5(i) OR (ii) on the Issue Date or the date such Restricted Subsidiary contained in agreements in effect atbecame a Restricted Subsidiary, or entered into on, the Issue Datewhichever is applicable; (div) in the case of clause (iii3) of this Section 4.5SECTION 3.5, any encumbrance or restriction restriction: (Aa) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or contract license or similar property contract, or asset, (B) by virtue the assignment or transfer of any transfer ofsuch lease, agreement to transferlicense or other contract; (b) contained in mortgages, option pledges or right with respect to, or Lien on, any property or assets other security agreements permitted under this Indenture securing Indebtedness 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 Subsidiaries in any manner material to the 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 the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages,pledges or other security agreements; or (fc) 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 3.5 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 such 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; and (gviii) encumbrances or restrictions arising or existing by reason of applicable lawlaw or any applicable rule, regulation or order; and (ix) customary provisions with respect to the distribution of assets or property in joint venture agreements.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the CompanyCompany or a Restricted Subsidiary, (ii) make any loans or advances to the Company or any other Restricted Subsidiary or (iii) transfer any of its property or assets to the Company; except: Company or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (a) any encumbrance or restriction pursuant to an agreement the Credit Facility as in effect at or entered into on the Issue Date, including the Credit Agreementand any amendments, restatements, renewals, replacements or refinancings thereof; (b) any encumbrance provided, however, that such amendments, restatements, renewals, replacements or restriction refinancings are no more restrictive with respect to such a Restricted Subsidiary pursuant to an agreement relating dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in the Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was Capital Stock of an Acquired Person acquired by the Company and outstanding on such date (other than Indebtedness issued as consideration in, or to provide all or any portion of its Restricted Subsidiaries as in effect at the funds time of such acquisition (except to the extent such Indebtedness was incurred in connection with or credit support utilized to consummate, the transaction 53 45 or series in contemplation 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 (cacquisition); provided, however, that the encumbrances and restrictions with respect (1) such restriction is not applicable 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 atPerson, 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 properties or assets of any Person, other than the Company or Acquired Person, and (2) the consolidated net income of an Acquired Person for any Restricted Subsidiary period prior to such acquisition shall not otherwise prohibited be taken into account in determining whether such acquisition was permitted by the terms of the Indenture, (Cd) that is included by reason of customary non-assignment provisions in a licensing agreement to leases or other agreements entered into the extent such restrictions limit the transfer ordinary course of the business and consistent with past practices, (e) Purchase Money Indebtedness for property subject to such licensing agreement or (D) arising or agreed to acquired 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5, only impose restrictions contained in security agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of on the property subject to such security agreements; so acquired, (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 the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary pending the closing of or assets, as applicable, and such sale or dispositiondisposition otherwise is permitted under Section 4.17 below; 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 270 days after such execution and delivery, or (g) encumbrances Refinancing Indebtedness permitted under the 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 restrictions arising assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or existing by reason of applicable lawassets, as the case may be.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall 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 (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the Company, (ii) make any loans or advances to the Company or (iii) transfer any of its property or assets to the Company; except: , except (aA) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Datedate of this Indenture (including, including without limitation, the Senior Credit Agreement); (bB) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued Incurred by such a 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 Incurred 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)) and outstanding on such date; (cC) 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 Incurred pursuant to an agreement referred to in clauses clause (aA) or (bB) of this Section 3.6 or this clause (cC) or contained in any amendment to an agreement referred to in clauses clause (aA) or (bB) of this Section 3.6 or this clause (cC); 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, amendment 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, Securities than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Datesuch agreements; (dD) in the case of clause (iii) of this Section 4.5above, any encumbrance or restriction (A1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or contract license or similar property contract, or assetthe assignment or transfer of any such lease, license or other contract, (B2) 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 this Indenture, (C3) 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5, restrictions contained in mortgages, pledges or other security agreements, mortgages or similar documents 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 agreementsagreements 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; (fE) any restriction with respect to such 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; and (gF) encumbrances or restrictions arising or existing by reason of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the Company or another Restricted Subsidiary of the Company, (ii) make any loans Investment in the Company or advances to another Restricted Subsidiary of the Company or (iii) transfer any of its property or assets to the Company or another Restricted Subsidiary of the Company; except: (aA) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including the Credit Agreement; (bB) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued Incurred by such a 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 Incurred 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)) and outstanding on such date; (cC) 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 Incurred pursuant to an agreement referred to in clauses (aA) or (bB) or this clause (cC) or contained in any amendment to an agreement referred to in clauses (aA) or (bB) or this clause (cC); 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, amendment 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, Securities than encumbrances and restrictions with respect 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 Restricted Subsidiary contained Lien following a default in agreements in effect at, or entered into on, respect of the Issue Dateapplicable obligation; (dE) in the case of clause (iii) of this Section 4.5), any encumbrance or restriction (A1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or contract or similar property or asset, (B) by virtue of any transfer of, agreement to transfer, option or right with respect tocontract, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture, (C2) 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 Subsidiaries in any manner material to the 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 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; (fF) any restriction with respect to such a Restricted Subsidiary imposed pursuant to an agreement entered into in effect for the sale or disposition thereof and the duration of all which does not exceed 60 days; or substantially all (G) any encumbrance or restriction contained in an agreement pursuant to which Galaxy Brasil Incurs Indebtedness in compliance with the Capital Stock or assets terms of this Indenture, provided, however, that the terms of such Restricted Subsidiary pending encumbrance or restriction are no more restrictive than those contained in the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable lawEquipment Agreements as they exist on the Issue Date.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall 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 (i1) pay dividends or make any other distributions on its Capital Stock to the Company or any Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed to the Company, Company or any Restricted Subsidiary; (ii2) make any loans or advances to the Company or any Restricted Subsidiary; or (iii3) transfer any of its property or assets to the Company; except: Company or any Restricted Subsidiary. The preceding provisions will not prohibit (ai) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including the Credit Agreement; (bii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued Incurred by such a Restricted Subsidiary on or prior to before the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness issued Incurred 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)Company or in contemplation of the transaction) and outstanding on such date; (ciii) 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 refunding, replacement or refinancing of Indebtedness issued Incurred pursuant to an agreement referred to in clauses (aSection 707(i) or (bii) or this clause (ciii) or contained in any amendment to an agreement referred to in clauses (aSection 707(i) or (bii) or this clause (ciii); 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, amendment are no less favorable in any material respect to the Holders in any material respect, as determined in good faith by the senior management of the Company or Board of Directors of Securities than the Company, than encumbrances and restrictions with respect contained in such agreements referred to in Section 707(i) or (ii) on the Issue Date or the date such Restricted Subsidiary contained in agreements in effect atbecame a Restricted Subsidiary, or entered into on, the Issue Datewhichever is applicable; (div) in the case of clause (iii3) of this Section 4.5707, any encumbrance or restriction (Aa) 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, conveyance or contract license or similar property contract, or asset, (B) by virtue the assignment or transfer of any transfer ofsuch lease, agreement to transferlicense or other contract; (c) contained in mortgages, option pledges or right with respect to, or Lien on, any property or assets other security agreements permitted under this Agreement securing Indebtedness 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 Subsidiaries in any manner material to the 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 the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; or (fd) 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 such 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; and (gviii) encumbrances or restrictions arising or existing by reason of applicable lawlaw or any applicable rule, regulation or order.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and 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 such Restricted Subsidiary (a) to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the CompanyCompany or a Restricted Subsidiary, (iib) to make any loans or advances to the Company or a Restricted Subsidiary or (iiic) to transfer any of its property or assets to the Company; Company or a Restricted Subsidiary, except: (ai) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including the Credit Agreement; (bii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued 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 issued Incurred 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)) and outstanding on such date; (ciii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing effecting a Refinancing of Indebtedness Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses clause (ai) or (bii) of this Section 4.05 or this clause (ciii) or contained in any amendment to an agreement referred to in clauses clause (ai) or (bii) of this Section 4.05 or this clause (ciii); providedPROVIDED, howeverHOWEVER, 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, amendment 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, Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Datesuch agreements; (div) 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 (iiic) 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5above, restrictions contained in security agreements, agreements or 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 agreementsagreements or mortgages; and (fvi) 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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, create directly or 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 Company 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 such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company, (ii) to make any loans or advances to the Company or (iii) a Restricted Subsidiary or to Guarantee Indebtedness of or to transfer any of its property or assets to the CompanyCompany or any other Restricted Subsidiary that owns Capital Stock therein; except: provided that the foregoing shall not apply to (ai) 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 Issue Datedate hereof identified on Schedule 6.07 (but shall apply to any extension or renewal of, including or any amendment or modifica tion expanding the Credit Agreementscope of, any such restriction or condition); (biii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating applicable 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 inan agreement entered into in connection with, or to provide all or any portion of the funds or credit support utilized to consummatein anticipation of, 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)) and outstanding on such date; (civ) any such encumbrance or restriction with respect consisting of customary non-assignment provisions in leases governing leasehold interests to the extent such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without violation provisions restrict the transfer of the Indenture lease 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 Dateproperty leased thereunder; (dv) in the case of clause (iii) a Restricted Subsidiary transferring any 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 its 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5Company, restrictions contained in security agreements, agreements or 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 agreementsagreements or mortgages; and (fvi) 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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and provided further that clause (ga) encumbrances of the foregoing shall not apply to restrictions or restrictions arising conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restric tions or existing by reason of applicable lawconditions apply only to the property or assets securing such Indebtedness.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and 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 such Restricted Subsidiary to (i) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or Redeemable Stock, or pay any Indebtedness or other obligation owed owed, to the CompanyCompany or any other Restricted Subsidiary, (ii) make any loans or advances to the Company or any other Restricted Subsidiary or (iii) transfer any of its property or assets Property to the Company; except: Company or any other Restricted Subsidiary. Such limitation shall not apply (a) any encumbrance or restriction pursuant with respect to an agreement clauses (i), (ii) and (iii), to encumbrances and restrictions (1) in the Bank Credit Facilities and other agreements and instruments, in each case as in effect at or entered into on the Issue Date, including (2) relating to Indebtedness of a Restricted Subsidiary and existing at the Credit Agreement; (b) any time it became a Restricted Subsidiary if such encumbrance or restriction was not created in anticipation of or in connection 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 or (3) which result from the renewal, refinancing, extension or amendment of an agreement that is the Company subject of clause (a)(1) or was acquired by (2) above or clause (b)(1) or (2) below, provided that such encumbrance or restriction is not materially less favorable to the Company); Holders of Securities than those under or pursuant to the agreement so renewed, refinanced, extended or amended, and (cb) 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 with respect applicable to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without violation of Property at 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 time it is acquired by the senior management of the Company or Board of Directors of the Companya Restricted Subsidiary, than encumbrances and restrictions with respect to so long as 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 relates solely to the Property so acquired and was not created in a customary manner the subletting, assignment anticipation of or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or assetin connection with such acquisition, (B3) by virtue customary provisions restricting subletting or assignment 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 leases and that does not, individually or in the aggregate, detract from the value of property or assets of the Company or any of its Subsidiaries in any manner material to the 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 the extent such restrictions restrict the transfer of the property subject to such security agreements; (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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable law.customary provisions

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create directly or permit indirectly, create, assume or otherwise cause or 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 such Restricted Subsidiary (other than a Foreign Subsidiary) to (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or Redeemable Stock held by the Company or a Restricted Subsidiary, (b) pay any Indebtedness or other obligation owed to the CompanyCompany or any other Restricted Subsidiary, (iic) make any loans or advances to the Company or any other Restricted Subsidiary or (iiid) transfer any of its property or assets to the Company; except: Company or any other Restricted Subsidiary. Such limitation will not apply (1) with respect to clauses (c) and (d) only, to encumbrances and restrictions (i) in existence under or by reason 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 pursuant in connection with an acquisition of Property, so long as such encumbrance or restriction relates solely to an agreement the Property so acquired and was not created in effect at connection with or entered into on the Issue Datein anticipation of such acquisition, including the Credit Agreement; (biii) 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 with respect due 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 applicable law, (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); (cv) 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 customary restrictions 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 asset sale 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 limiting the transfer of such assets pending the property subject to closing of such licensing agreement or sale and (Dvi) arising or agreed to restrictions contained in purchase money obligations for Property acquired 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 Subsidiaries in any manner material to the 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 the extent such restrictions restrict the transfer of the property subject to such security agreements; (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 the Capital Stock or assets transfers of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable lawProperty.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the Company, (ii) make any loans or advances to the 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 AgreementFacility 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 issued as consideration inIncurred in anticipation of, 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 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 holders of the Securities 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 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5above, 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 any Person, or the properties or assets of any Person, other than the Person so acquired; provided, however, that such Indebtedness is not incurred in connection with or in contemplation of such acquisition; (g) 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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (gh) encumbrances or restrictions arising or existing by reason of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the Company, (ii) make any loans or advances to the 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 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 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 not materially less favorable to the Holders in any material respectHolders, as determined in good faith by the senior management of the Company or Board of Directors of the CompanyDirectors, 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 the 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 Subsidiaries in any manner material to the Company or any such Restricted SubsidiarySubsidiary 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 the extent such restrictions restrict the transfer of the property subject to such security agreements; (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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (g) encumbrances or restrictions with respect to Indebtedness of Foreign Subsidiaries; provided that (i) 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 (gii) 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 by reason of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the Company, (ii) make any loans or advances to the 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 inIncurred in anticipation of, 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 -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 the 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 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 4.54.08, 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 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 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.54.08, 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 any Person, or the properties or assets of any Person, other than the Person so acquired; provided, however, that such Indebtedness is not Incurred in connection with or in contemplation of such acquisition; (g) 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; and (gh) encumbrances or restrictions arising or existing by reason of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and 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 such Restricted Subsidiary (a) to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the CompanyCompany or a Restricted Subsidiary, (iib) to make any loans or advances to the Company or a Restricted Subsidiary or (iiic) to transfer any of its property or assets to the Company; Company or a Restricted Subsidiary, except: (ai) any encumbrance or restriction in the Priority Lien Credit Agreement or Second Lien Documents on the Issue Date or pursuant to an any other agreement in effect at or entered into on the Issue Date, including the Credit Agreement; (bii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued 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 issued Incurred 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)) and outstanding on such date; (ciii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing effecting a 41 Refinancing of Indebtedness Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses clause (ai) or (bii) of this Section 4.06 or this clause (ciii) or contained in any amendment to an agreement referred to in clauses clause (ai) or (bii) of this Section 4.06 or this clause (ciii); 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, amendment 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, Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Datesuch agreements; (div) 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 (iiic) 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5above, restrictions contained in security agreements, agreements or mortgages or similar documents securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreementsagreements or mortgages; and (fvi) 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 the Capital Stock or assets of such Restricted Subsidiary in compliance with the terms of this Indenture pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the CompanyCompany or a Restricted Subsidiary, (ii) make any loans or advances to the Company or any other Restricted Subsidiary or (iii) transfer any of its property or assets to the Company; except: Company or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (a) any encumbrance or restriction pursuant to an agreement the Credit Facility as in effect at on November 25, 2003, and any amendments, restatements, renewals, replacements or entered into on the Issue Daterefinancings thereof; provided, including the Credit Agreement; (b) any encumbrance however, that such amendments, restatements, renewals, replacements or restriction refinancings are no more restrictive with respect to such a Restricted Subsidiary pursuant to an agreement relating dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was Capital Stock of an Acquired Person acquired by the Company and outstanding on such date (other than Indebtedness issued as consideration in, or to provide all or any portion of its Restricted Subsidiaries as in effect at the funds time of such acquisition (except to the extent such Indebtedness was incurred in connection with or credit support utilized to consummate, the transaction 53 45 or series in contemplation 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 (cacquisition); provided, however, that (1) such restriction is not applicable to any Person, or the encumbrances properties or assets of any Person, other than the Acquired Person, and restrictions with respect (2) the consolidated net income of an Acquired Person for any period prior to such Restricted Subsidiary contained acquisition shall not be taken into account in any of determining whether 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 acquisition was permitted by the senior management terms of the Company or Board of Directors of the Companythis Indenture, than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Date; (d) by reason of customary non-assignment provisions in leases or other agreements entered into the case ordinary course 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 assetbusiness and consistent with past practices, (Be) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any Purchase Money Indebtedness for 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 acquired 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5, only impose restrictions contained in security agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of on the property subject to such security agreements; so acquired, (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 the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary pending the closing of or assets, as applicable, and such sale or dispositiondisposition otherwise is permitted under Section 4.17 below; 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 270 days after such execution and delivery, or (g) encumbrances 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 restrictions arising assignment of any lease entered into in the ordinary course of business, consistent with past practice, 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 existing by reason of applicable lawassets, as the case may be.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and 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 such Restricted Subsidiary to (i) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or Redeemable Stock, or pay any Indebtedness or other obligation owed owed, to the CompanyCompany or any other Restricted Subsidiary, (ii) make any loans or advances to the Company or any other Restricted Subsidiary or (iii) transfer any of its property or assets Property to the Company; except: Company or any other Restricted Subsidiary. Such limitation will not apply (a) any encumbrance or restriction pursuant with respect to an agreement clauses (i), (ii) and (iii), to encumbrances and restrictions (1) in Bank Credit Facilities and other agreements and instruments, in each case as in effect at or entered into on the Issue Date, including (2) relating to Indebtedness of a Restricted Subsidiary and existing at the Credit Agreement; (b) any time it became a Restricted Subsidiary if such encumbrance or restriction was not created in anticipation of or in connection 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 or (3) which result from the renewal, refinancing, extension or amendment of an agreement that is the Company subject of clause (a) (1) or was acquired by (2) above or clause (b) (1) or (2) below; PROVIDED that such encumbrance or restriction is not materially less favorable to the Company); Holders of Securities than those under or pursuant to the agreement so renewed, refinanced, extended or amended, and (cb) 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 with respect applicable to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without violation of Property at 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 time it is acquired by the senior management of the Company or Board of Directors of the Companya Restricted Subsidiary, than encumbrances and restrictions with respect to so long as 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 relates solely to the Property so acquired and was not created in a customary manner the subletting, assignment anticipation of or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or assetin connection with such acquisition, (B3) by virtue customary provisions restricting subletting or assignment of any transfer of, agreement to transfer, option leases and customary provisions in other agreements that restrict assignment of such agreements 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, rights thereunder and (C4) that is included customary restrictions contained in a licensing agreement to the extent such restrictions limit asset sale agreements limiting 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 Subsidiaries in any manner material to the 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 the extent such restrictions restrict the transfer of the property subject to such security agreements; (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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable lawsale.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, create directly or indirectly, enter into, incur or permit to exist any agreement or become effective other arrangement that prohibits, restricts or imposes any consensual encumbrance or restriction on condition upon (a) the ability of the Company or any such Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or (i) b)the ability of any Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company, (ii) to make any loans or advances to the Company or (iii) a Restricted Subsidiary or to Guarantee Indebtedness of or to transfer any of its property or assets to the CompanyCompany or any other Restricted Subsidiary that owns Capital Stock therein; except: provided that the foregoing shall not apply to (a) any 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 Issue Datedate hereof identified on Schedule 6.07 (but shall apply to any extension or renewal of, including or any amendment or modifica tion expanding the Credit Agreementscope of, any such restriction or condition); (b) any iii)any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating applicable 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 inan agreement entered into in connection with, or to provide all or any portion of the funds or credit support utilized to consummatein anticipation of, 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)) and outstanding on such date; (civ) any such [NYCORP2:396433.11:4417A:09/06/97--2:48a] encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without violation consisting of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to customary non-assignment provisions 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 leases governing leasehold interests to the extent such restrictions limit provisions restrict the transfer of the lease or the property subject to such licensing agreement or leased thereunder; (D) arising or agreed to in v)in the ordinary course case of business and that does not, individually or in the aggregate, detract from the value a Restricted Subsidiary transferring any of its property or assets of the Company or any of its Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5Company, restrictions contained in security agreements, agreements or 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 agreementsagreements or mortgages; and (fvi) 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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and provided further that clause (ga) encumbrances of the foregoing shall not apply to restrictions or restrictions arising conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restric tions or existing by reason of applicable lawconditions apply only to the property or assets securing such Indebtedness.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company Holdings shall not, and 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 such Restricted Subsidiary (a) to (i) pay dividends or make any other distributions on its Capital Stock to Holdings or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the CompanyHoldings, (iib) to make any loans or advances to the Company Holdings or (iiic) to transfer any of its property or assets to the Company; Holdings, except: (ai) 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 Subsidiary and not Incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary; (iv) 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 effecting Refinancing Indebtedness Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses clause (aii) or (biii) above or this clause (civ) or contained in any amendment to an agreement referred to in clauses clause (aii) or (biii) above or this clause (civ); provided, however, that the encumbrances and restrictions with respect to any such Restricted Subsidiary contained in any of such agreement, refinancing agreement or amendment, taken as a whole, amendment are no less favorable to the Holders in any material respect, respect as determined in good faith by the senior management of the Company or Board of Directors of the Company, Holdings than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Datesuch agreements; (dv) in the case of clause (iii) of this Section 4.5, any such encumbrance or restriction (A) that restricts consisting of customary non-assignment provisions in a customary manner leases to the extent such provisions restrict the subletting, assignment or transfer of any the lease or the property leased thereunder or asset that is a lease, license, conveyance in purchase money financings or contract or similar property or asset, (B) by virtue of any transfer ofIndebtedness, agreement to transfer, option or right with respect to, or any Lien on, any property or assets of the Company Holdings or any Restricted Subsidiary not otherwise prohibited by the 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (evi) in the case of clause (iiic) of this Section 4.5above, restrictions contained in security agreements, agreements or 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 agreementsagreements or mortgages; (fvii) encumbrances or restrictions imposed by operation of any applicable law, rule, regulation or order; (viii) any restriction with respect to such a Restricted Subsidiary assets imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or such assets of such Restricted Subsidiary 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 (gxii) any encumbrance or restriction relating to an agreement relating to the acquisition of assets or property so long as such encumbrances or and restrictions arising or existing by reason of applicable lawrelate solely to the assets so acquired (and any improvements thereon).

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the Company, (ii) make any loans or advances to the Company or (iii) transfer any of its property or assets to the Company; 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, 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 inIncurred in anticipation of, 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 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); providedPROVIDED, howeverHOWEVER, 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 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 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5above, 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 any Person, or the properties or assets of any Person, other than the Person so acquired; PROVIDED, HOWEVER, that such Indebtedness is not incurred in connection with or in contemplation of such acquisition; (g) 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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (gh) encumbrances or restrictions arising or existing by reason 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 Company shall not, and 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 such Restricted Subsidiary (a) to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the CompanyCompany or a Restricted Subsidiary, (iib) to make any loans or advances to the Company or a Restricted Subsidiary or (iiic) to transfer any of its property or assets to the Company; Company or a Restricted Subsidiary, except: (ai) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Original Issue Date, including the Credit Agreement; (bii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued 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 issued Incurred 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)) and outstanding on such date; (ciii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing effecting a Refinancing of Indebtedness Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses clause (ai) or (bii) of this Section 4.05 or this clause (ciii) or contained in any amendment to an agreement referred to in clauses clause (ai) or (bii) of this Section 4.05 or this clause (ciii); 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, amendment 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, Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Datesuch agreements; (div) 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 (iiic) 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5above, restrictions contained in security agreements, agreements or 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 agreementsagreements or mortgages; and (fvi) 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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and 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 such Restricted Subsidiary (a) to (i) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company, (iib) to make any loans or advances to the Company or (iiic) transfer any of its property or assets to the Company; , except: (ai) 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, including the Credit AgreementDate with respect to such series; (bii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating applicable 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 inan agreement entered into in connection with, or to provide all or any portion of the funds or credit support utilized to consummatein anticipation of, 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)) and outstanding on such date; (ciii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an any other 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 clause (ai) or (bii) of this Section 10.07 or this clause (ciii); 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, amendment 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, Securities than encumbrances and restrictions with respect to such Restricted Subsidiary contained in the agreements referred to in effect atclauses (i) or (ii) of this Section 10.07, or entered into on, as the Issue Datecase may be; (div) 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 (iiic) 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5above, restrictions contained in security agreements, agreements or 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 agreementsagreements or mortgages; and (fvi) 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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall 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 (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the CompanyCompany or any Restricted Subsidiary, (ii) make any loans or advances to the Company or any Restricted Subsidiary or (iii) transfer any of its property or assets to the Company; except: Company or any Restricted Subsidiary, except (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Datedate of this Indenture (including, including without limitation, this Indenture and the Senior Credit AgreementAgreement in effect on the date hereof); (b) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued Incurred by such a 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 Incurred 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)Company or in contemplation thereof) and outstanding on such date; (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 Incurred pursuant to an agreement referred to in clauses clause (a) or (b) of this Section 3.5 or this clause (c) or contained in any amendment to an agreement referred to in clauses 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 of such agreement, refinancing agreement or amendment, taken as a whole, amendment are no less favorable in any material respect 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, Securities than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements referred to in effect at, or entered into on, the Issue Dateclauses (a) and (b); (d) in the case of clause (iii) of this Section 4.5above, 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, conveyance or contract license or similar property contract, or assetthe 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 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5, restrictions contained in mortgages, pledges or other security agreements, mortgages or similar documents 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 such 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; and (gh) encumbrances or restrictions arising or existing by reason of applicable lawlaw or any applicable rule, regulation or order.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability right of any such Restricted Subsidiary to (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock Stock, or pay any Indebtedness Debt or other obligation owed owed, to the CompanyCompany or any other Restricted Subsidiary, (iib) make any loans or advances to the Company or any other Restricted Subsidiary or (iiic) transfer any of its property or assets Property to the Company; except: Company or any other Restricted Subsidiary. The foregoing limitations will not apply (i) with respect to clauses (a), (b) and (c), to restrictions (A) arising under agreements of the Company and any encumbrance or restriction pursuant to an agreement Restricted Subsidiary (as of the Issue Date) that were in effect at or entered into on the Issue Date, including the Credit Agreement; (bB) any encumbrance or restriction with respect relating to such Debt of a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued by such and existing at the time it became a Restricted Subsidiary on if such restriction was not created in connection with or prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness issued as consideration in, or to provide all or any portion in anticipation 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); Company or another Restricted Subsidiary, (cC) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness that result from the Refinancing of Debt Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses clause (ai)(A) or (bB) above or this in clause (c) or contained in any amendment to an agreement referred to in clauses (aii)(A) or (bB) or this clause (c); providedbelow, however, that PROVIDED such restriction is no more restrictive than those under 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 evidencing 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 atDebt so Refinanced, or entered into on, the Issue Date; (dD) in the case of clause (iii) of this Section 4.5, any encumbrance restriction required by any governmental body 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 regulatory authority having jurisdiction over the Company or any Restricted Subsidiary not otherwise prohibited 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 the debtor to dispose of the Property securing such Debt, (B) encumbering Property at the time such Property was acquired by the IndentureCompany or any Restricted Subsidiary, so long as such restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition, (C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that is included in a licensing agreement to the extent restrict assignment of such restrictions limit the transfer of the property subject to such licensing agreement agreements or rights thereunder 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5, customary restrictions contained in security agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict asset sale agreements limiting the transfer of the property subject to such security agreements; (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 the Capital Stock or assets of such Restricted Subsidiary Property pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable lawsale.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and 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 such Restricted Subsidiary (a) to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the CompanyCompany or a Restricted Subsidiary, (iib) to make any loans or advances to the Company or a Restricted Subsidiary or (iiic) to transfer any of its property or assets to the Company; Company or a Restricted Subsidiary, except: (ai) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to an any other agreement in effect at or entered into on the Issue Date, including the Credit Agreement; (bii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued 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 issued Incurred 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)) and outstanding on such date; (ciii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing effecting a Refinancing of Indebtedness Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses clause (ai) or (bii) of this Section 4.06 or this clause (ciii) or contained in any amendment to an agreement referred to in clauses clause (ai) or (bii) of this Section 4.06 or this clause (ciii); 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, amendment 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, Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Datesuch agreements; (div) 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 (iiic) 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5above, restrictions contained in security agreements, agreements or 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 agreementsagreements or mortgages; and (fvi) 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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the Company, (ii) make any loans or advances to the 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 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 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 not materially less favorable to the Holders in any material respectHolders, as determined in good faith by the senior management of the Company or Board of Directors of the CompanyDirectors, 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 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 Subsidiaries in any manner material to the Company or any such Restricted SubsidiarySubsidiary 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 the extent such restrictions restrict the transfer of the property subject to such security agreements; (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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (g) encumbrances or restrictions with respect to Indebtedness of Foreign Subsidiaries; provided that (i) 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 (gii) 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 by reason of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the CompanyCompany or a Restricted Subsidiary, (ii) make any loans or advances to the Company or any other Restricted Subsidiary or (iii) transfer any of its property or assets to the Company; except: Company or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (a) any encumbrance or restriction pursuant to an agreement the Credit Facility as in effect at on December 17, 2001, and any amendments, restatements, renewals, replacements or entered into on the Issue Daterefinancings thereof; provided, including the Credit Agreement; (b) any encumbrance however, that such amendments, restatements, renewals, replacements or restriction refinancings are no more restrictive with respect to such a Restricted Subsidiary pursuant to an agreement relating dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was Capital Stock of an Acquired Person acquired by the Company and outstanding on such date (other than Indebtedness issued as consideration in, or to provide all or any portion of its Restricted Subsidiaries as in effect at the funds time of such acquisition (except to the extent such Indebtedness was incurred in connection with or credit support utilized to consummate, the transaction 53 45 or series in contemplation 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 (cacquisition); provided, however, that (1) such restriction is not applicable to any Person, or the encumbrances properties or assets of any Person, other than the Acquired Person, and restrictions with respect (2) the consolidated net income of an Acquired Person for any period prior to such Restricted Subsidiary contained acquisition shall not be taken into account in any of determining whether 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 acquisition was permitted by the senior management terms of the Company or Board of Directors of the Companythis Indenture, than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Date; (d) by reason of customary non-assignment provisions in leases or other agreements entered into the case ordinary course 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 assetbusiness and consistent with past practices, (Be) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any Purchase Money Indebtedness for 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 acquired 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5, only impose restrictions contained in security agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of on the property subject to such security agreements; so acquired, (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 the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary pending the closing of or assets, as applicable, and such sale or dispositiondisposition otherwise is permitted under Section 4.17 below; 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 270 days after such execution and delivery, or (g) encumbrances 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 restrictions arising assignment of any lease entered into in the ordinary course of business, consistent with past practice, 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 existing by reason of applicable lawassets, as the case may be.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and 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 such Restricted Subsidiary (a) to (i) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company, (iib) to make any loans or advances to the Company or (iiic) transfer any of its property or assets to the Company; , except: (ai) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including the Credit Agreement; (bii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued 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 or a Restricted Subsidiary (other than Indebtedness issued Incurred 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)Company or a Restricted Subsidiary) and outstanding on such date; (ciii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing effecting a Refinancing of Indebtedness Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses clause (ai) or (bii) of this Section or this clause (ciii) or contained in any amendment to an agreement referred to in clauses clause (ai) or (bii) of this Section or this clause (ciii); providedPROVIDED, howeverHOWEVER, 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 Subsidiaries in any manner material to the 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 the extent such restrictions restrict the transfer of the property subject to such security agreements; (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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable law.such

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and 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 such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the Company, (ii) make any loans or advances to the Company or (iii) transfer any of its property or assets to the Company; , except: (a1) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Issue Closing Date, including the Credit Agreement; (b2) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued 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 issued Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, consummate the transaction 53 45 or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of the Company or was otherwise acquired by the Company)) and outstanding on such date; (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; (d3) 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 subject to a lease, license, conveyance or contract license or similar property or assetcontract, (B) that is or was created 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, Section 4.13 or (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 Subsidiaries in any manner material to the 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 agreements securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict encumbrance or restriction restricts the transfer of the property subject to such security agreements; (f4) any restriction with respect to such a Restricted Subsidiary Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (5) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (g6) encumbrances an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or restrictions arising incurred pursuant to an agreement referred to in clauses (1) through (5) above; provided, however, that the provisions relating to such encumbrance or existing restriction contained in any agreement relating to such Indebtedness are no less favorable to the Company in any material respect as determined by reason the Board of applicable lawDirectors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements relating to the Indebtedness being Refinanced.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The EEThe Company shall not, and 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 such Restricted Subsidiary (a) to (i) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company, (iib) to make any loans or advances to the Company or (iiic) to transfer any of its property or assets to the Company; , except: (ai) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including the Credit Agreement; (bii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued 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 issued Incurred 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)) and outstanding on such date; (ciii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing effecting a Refinancing of Indebtedness Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses clause (ai) or (bii) of this Section 4.06 or this clause (ciii) or contained in any amendment to an agreement referred to in clauses clause (ai) or (bii) of this Section 4.06 or this clause (ciii); 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, amendment 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, Noteholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Datesuch agreements; (div) 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 (iiic) 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.54.06, restrictions contained in security agreements, agreements or 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 agreementsagreements or mortgages; and (fvi) 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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and 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 such Restricted Subsidiary (a) to (i) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company, (iib) to make any loans or advances to the Company or (iiic) transfer any of its property or assets to the Company; , except: (ai) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including the Credit Agreement; (bii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating applicable 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 inan agreement entered into in connection with, or to provide all or any portion of the funds or credit support utilized to consummatein anticipation of, 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)) and outstanding on such date; (ciii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an any other 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 clause (ai) or (bii) of this Section 4.06 or this clause (ciii); providedPROVIDED, howeverHOWEVER, 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, amendment 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, Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in the agreements referred to in effect atclauses (i) or (ii) of this Section 4.06, or entered into on, as the Issue Datecase may be; (div) 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 (iiic) 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5above, restrictions contained in security agreements, agreements or 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 agreementsagreements or mortgages; and (fvi) 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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall Hanover will not, and shall 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 (i1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the Company, Hanover or any Restricted Subsidiary; (ii2) make any loans or advances to the Company Hanover or any Restricted Subsidiary; or (iii3) transfer any of its property or assets to the Company; except: Hanover or any Restricted Subsidiary. The preceding provisions will not prohibit (ai) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Datedate of this Agreement, including including, without limitation, this Agreement, the 2001A Participation Agreement and the Senior Credit AgreementAgreement in effect on such date; (bii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued Incurred by such a Restricted Subsidiary on or prior to before the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date Hanover (other than Indebtedness issued Incurred 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 Hanover or in contemplation of the Company)transaction) and outstanding on such date; (ciii) 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 refunding, replacement or refinancing of Indebtedness issued Incurred pursuant to an agreement referred to in clauses (aSection 9.5(i) or (bii) or this clause (ciii) or contained in any amendment to an agreement referred to in clauses (aSection 9.5(i) or (bii) or this clause (ciii); 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, amendment are no less favorable in any material respect to the Holders in any material respect, as determined in good faith by the senior management of the Company or Board of Directors of Securities than the Company, than encumbrances and restrictions with respect contained in such agreements referred to in Section 9.5(i) or (ii) on the Issue Date or the date such Restricted Subsidiary contained in agreements in effect atbecame a Restricted Subsidiary, or entered into on, the Issue Datewhichever is applicable; (div) in the case of clause (iii3) of this Section 4.59.5, any encumbrance or restriction (Aa) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or contract license or similar property contract, or asset, (B) by virtue the assignment or transfer of any transfer ofsuch lease, agreement to transfer, option license 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiaryother contract; (eb) in the case of clause (iii) of this Section 4.5, restrictions contained in mortgages, pledges or other security agreements, mortgages or similar documents 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 (fc) 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 such 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; and (gviii) encumbrances or restrictions arising or existing by reason of applicable lawlaw or any applicable rule, regulation or order.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Company shall not, and 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 such Restricted Subsidiary to to: (i1) pay dividends or make any other distributions in cash or otherwise on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the Company, Company or any Restricted Subsidiary; (ii2) make any loans or advances to the Company or any Restricted Subsidiary; or (iii3) sell, lease or transfer any of its property or assets to the CompanyCompany or any Restricted Sub- sidiary; exceptprovided that (x) the priority of 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 Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed to constitute such an en- cumbrance or restriction. (b) The provisions of Section 3.4(a) shall not prohibit: (a1) any encumbrance or restriction pursuant to an (i) any Credit Facility, or (ii) any other agreement or instrument, in each case, in effect at or entered into on the Issue Date, including the Credit Agreement; (b2) this Indenture, the Notes and the Note Guarantees; (3) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating or instrument of a Person or re- lating to any Capital Stock or Indebtedness issued by such Restricted Subsidiary of a Person, entered into on or prior to before the date on which such Restricted Subsidiary Person was acquired by or merged, amalgamated, consolidated or otherwise combined with or into the Company and outstanding or any Restricted Subsidiary, or was designated as a Restricted Subsidiary or on which such date agreement or instrument is assumed by the Company or any Restricted Subsidiary in connection with an acquisition of assets (other than Capital Stock or Indebtedness issued Incurred 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 Person became a Restricted Subsidiary of the Company or was acquired by the Company or was merged, amalgamated, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary or entered into in contemplation of or in connection with such transaction) and outstanding on such date; provided that, for the purposes of this clause (3), if another Person is the Successor Company), any Subsidi- ary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by the Company or any Restricted Subsidiary when such Person becomes the Successor Compa- ny; (c4) 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 restriction: (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 (Ai) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance license or similar contract or similar property agreement, or asset, (B) by virtue the assignment or transfer of any transfer oflease, agreement to transferlicense or other contract or agreement; (ii) contained in mortgages, option pledges, charges or right with respect to, other security agreements permitted under this Indenture or Lien on, any property or assets securing In- debtedness of the Company or any a Restricted Subsidiary not otherwise prohibited by the Indenture, (C) that is included in a licensing agreement permitted under this Indenture to the extent such restrictions limit the transfer of the property subject to such licensing agreement en- cumbrances 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 Subsidiaries in any manner material to the 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 the extent such restrictions restrict the transfer or encumbrance of the property or assets subject to such mortgages, pledges, charges or other security agreements; or (fiii) 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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable law.customary provisions restrict-

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall 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 (i1) pay dividends or make any other distributions on its Capital Stock to the Company or any Restricted Subsidiary or pay any Indebtedness or other obligation obligations owed to the Company, Company or any Restricted Subsidiary; (ii2) make any loans or advances to the Company or any Restricted Subsidiary; or (iii3) transfer any of its property or assets to the Company; except: Company or any Restricted Subsidiary. The preceding provisions will not prohibit (ai) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including the including, without limitation, each Senior Credit AgreementAgreement in effect on such date; (bii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued Incurred by such a Restricted Subsidiary on or prior to before the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness issued Incurred 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)Company or in contemplation of the transaction) and outstanding on such date; (ciii) 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 refunding, replacement or refinancing of Indebtedness issued Incurred pursuant to an agreement referred to in clauses (aSection 707(i) or (bii) or this clause (ciii) or contained in any amendment to an agreement referred to in clauses (aSection 707(i) or (bii) or this clause (ciii); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of such agreement, refinancing agreement or amendmentamendment are no less favorable in any material respect, 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 Securities than the Company, than encumbrances and restrictions with respect contained in such agreements referred to in Section 707(i) or (ii) on the Issue Date or the date such Restricted Subsidiary contained in agreements in effect atbecame a Restricted Subsidiary, or entered into on, the Issue Datewhichever is applicable; (div) in the case of clause (iii3) of this Section 4.5707, any encumbrance or restriction (Aa) 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, conveyance or contract license or similar property contract, or asset, (B) by virtue the assignment or transfer of any transfer ofsuch lease, agreement to transferlicense or other contract; (c) contained in mortgages, option pledges or right with respect to, or Lien on, any property or assets other security agreements permitted under this Indenture securing Indebtedness 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 Subsidiaries in any manner material to the 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 the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; or (fd) 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 such 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; and (gviii) encumbrances or restrictions arising or existing by reason of applicable lawlaw or any applicable rule, regulation or order; (ix) encumbrances or restrictions applicable only to a Foreign Subsidiary; and (x) restrictions on cash or other deposits or net worth imposed in relation to any Restricted Subsidiary under contracts entered into in the ordinary course of business.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall Issuer will not, and shall 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 such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock to the Issuer or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the CompanyIssuer, (ii) make any loans or advances to the Company Issuer or (iii) transfer any of its property or assets to the Company; Issuer or any Restricted Subsidiary, except: (a1) any encumbrance or restriction pursuant to an a Credit Facility or any agreement in effect at or entered into on the Issue Date, including the Credit Agreement; (b2) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued 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 Issuer or a Restricted Subsidiary (other than Indebtedness issued Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, 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)Issuer or a Restricted Subsidiary) and outstanding on such date; (c3) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing effecting a Refinancing of Indebtedness Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses clause (a1) or (b2) or of this clause (c) Section 4.6 or contained in any amendment to an agreement referred to in clauses clause (a1) or (b2) or of this clause (c)Section 4.6; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of such agreement, refinancing agreement or amendment, amendment taken as a whole, whole are no less favorable to the Holders in any material respect, as determined in good faith by Noteholders than 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 such predecessor agreements as determined in effect at, or entered into on, good faith by the Issue DateBoard of Directors of the Issuer; (d4) 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 subject to a lease, license, conveyance license 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiaryother contract; (e5) in the case of clause (iii) of this Section 4.5), restrictions contained in security agreements, agreements or mortgages or similar documents 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 such a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable law.agreements or

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall 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 such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the Company, (ii) make any loans or advances to the Company or (iii) transfer any of its property or assets to the Company; except: , except (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Datedate of this Indenture (including, including without limitation, the New Credit AgreementFacility but only with respect to restrictions set forth in such facility that are of the type set forth in clauses (ii) and (iii)); (b) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued Incurred by such a 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 Incurred 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)) and outstanding on such date; (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 Incurred pursuant to an agreement referred to in clauses clause (a) or (b) of this covenant or this clause (c) or contained in any amendment to an agreement referred to in clauses clause (a) or (b) of this covenant or this clause (c); providedPROVIDED, howeverHOWEVER, 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, amendment 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, Notes than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Datesuch agreements; (d) in the case of clause (iii) of this Section 4.5above, 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 Subsidiaries in any manner material to the 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 the extent such restrictions restrict the transfer of the property subject to such security agreements; (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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable law.or

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall Parent will not, and shall 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 such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock to the Parent or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the CompanyParent, (ii) make any loans or advances to the Company Parent or Intermediate Holdco or (iii) transfer any of its property or assets to the Company; Parent or any Restricted Subsidiary, except: (a1) any encumbrance or restriction pursuant to an any Credit Facility, the Term Notes, any other agreement in effect at or entered into on the Issue DateDate or the Exchange Notes, including the Credit Agreement; (b2) any encumbrance or restriction with respect to such 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 Company and outstanding on such date Parent or a Restricted Subsidiary (other than Indebtedness or Capital Stock Incurred or issued as consideration infor, or to provide all or any portion of the funds or credit support utilized to consummate, 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); Parent or a Restricted Subsidiary) and outstanding on such date, (c3) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing effecting a Refinancing of Indebtedness Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses clause (a1) or (b2) or of this clause (c) Section 11.05 or contained in any amendment to an agreement referred to in clauses clause (a1) or (b2) or of this clause (c)Section 11.05; provided, however, PROVIDED that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of such agreement, refinancing agreement or amendment, amendment taken as a whole, whole are no less favorable to the Holders in any material respect, as determined in good faith by Holder than 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 such predecessor agreements as determined in effect atgood faith by the Board of Directors of the Parent, or entered into on, the Issue Date; (d4) 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 subject to a lease, license, conveyance license or other contract or similar property such lease, license or assetother 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 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e5) in the case of clause (iii) of this Section 4.5), restrictions contained in security agreements, agreements or mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements; agreements or mortgages, (f6) 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 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 (g) encumbrances 8) restrictions on cash or other deposits or net worth imposed by customers under 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 arising or existing by reason of applicable lawwill 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 Company Corporation shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability right of any such Restricted Subsidiary to (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock Stock, or pay any Indebtedness Debt or other obligation owed owed, to the CompanyCorporation or any other Restricted Subsidiary, (iib) make any loans or advances to the Company Corporation or any other Restricted Subsidiary, (iiic) transfer any of its property or assets Property to the Company; except: Corporation or any other Restricted Subsidiary or (ad) guarantee any encumbrance Debt of the Corporation or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including the Credit Agreement; any other Restricted Subsidiary. The foregoing limitations will not apply (bi) any encumbrance or restriction with respect to such clauses (a), (b), (c) and (d), to restrictions (A) in effect on Xxxxx 0, 0000, (X) relating to Debt of a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued by such and existing at the time it became a Restricted Subsidiary on if such restriction was not created in connection with or prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness issued as consideration in, or to provide all or any portion in anticipation 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); Corporation, (cC) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness which result from the Refinancing of Debt Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses the immediately preceding clause (ai)(A) or (bB) above or this in clause (c) or contained in any amendment to an agreement referred to in clauses (aii)(A) or (bB) or this clause (c); providedbelow, however, provided 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 restriction is no less favorable to the Holders in of 2009 Series Bonds than those under the agreement evidencing the Debt so Refinanced, (D) on Sales Finance or any material respect, as determined in good faith by the senior management other bankruptcy- remote special-purpose Subsidiary of the Company Corporation that purchases or Board of Directors of the Company, than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, sells accounts receivable 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 inventory pursuant to the extent such restrictions limit the transfer of the property subject to such licensing agreement Credit Facilities or (DE) arising or agreed to in a joint venture agreement, entered into by the Corporation or a Restricted Subsidiary in the ordinary course of business that do not (as determined by the Corporation and that does notcertified in a resolution of the Board of Directors or a certificate of the chief financial or chief accounting officer of the Corporation delivered to the Trustee prior to or promptly following such encumbrance or restriction becoming effective), individually or in the aggregate, (1) detract from the value of property or assets of the Company Corporation or any of its Subsidiaries Restricted Subsidiary in any manner material to the Company Corporation or any Restricted Subsidiary or (2) materially adversely affect the Corporation's ability to make principal or interest payments on the 2009 Series Bonds 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 4.12 of the Original Indenture that limit the right of the debtor to dispose of the Property securing such Debt, (B) encumbering Property at the time such Property was acquired by the Corporation or any Restricted Subsidiary; , so long as such restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition, (eC) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in the case other agreements that restrict assignment of clause such agreements or rights thereunder or (iiiD) of this Section 4.5, customary restrictions contained in security agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict asset sale agreements limiting the transfer of the property subject to such security agreements; (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 the Capital Stock or assets of such Restricted Subsidiary Property pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable lawsale.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall 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 such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the Company, (ii) make any loans or advances to the Company or (iii) transfer any of its property or assets to the Company; except: , except (aA) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Datedate of this Indenture (including, including without limitation, the Senior Credit AgreementFacility); (bB) any encumbrance or restriction with respect to such a Restricted Subsidiary (1) pursuant to an agreement relating to any Indebtedness issued Incurred by such a Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company, or of another Person that is assumed by the Company and outstanding on or a Restricted Subsidiary in connection with the acquisition of assets from, or merger or consolidation with, such date Person (other than Indebtedness issued Incurred 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, 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); (cC) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without violation of the Indenture or (a "Refinancing Agreement") effecting a refinancing of Indebtedness issued Incurred pursuant to to, or that otherwise extends, renews, refinances or replaces, an agreement referred to in clauses clause (aA) or (bB) of this covenant or this clause (cC) or contained in any amendment to an agreement referred to in clauses clause (aA) or (bB) of this covenant or this clause (c)C) (an "Initial Agreement") or contained in any amendment to an Initial Agreement; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of such agreement, refinancing agreement Refinancing Agreement or amendment, taken as a whole, amendment 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, Notes taken as a whole than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, the Initial Agreement or entered into on, the Issue DateAgreements to which such Refinancing Agreement or amendment relates; (dD) in the case of clause (iii) of this Section 4.5, any encumbrance or restriction (A1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or contract license or similar property contract, or assetthe assignment or transfer of any lease, license or other contract, (B2) 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 this Indenture, (C3) 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5, restrictions contained in mortgages, pledges or other security agreements, mortgages or similar documents 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 agreementsagreements 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; (fE) any restriction with respect to such 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; and (gF) encumbrances any encumbrance or restrictions arising restriction on the transfer of property or existing assets required by reason any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary or any of applicable lawtheir businesses.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and 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 such Restricted Subsidiary (a) to (i) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company, (iib) to make any loans or advances to the Company or (iiic) transfer any of its property or assets to the Company; , except: (ai) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including the Credit Agreement; (bii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating applicable 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 inan agreement entered into in connection with, or to provide all or any portion of the funds or credit support utilized to consummatein anticipation of, 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)) and outstanding on such date; (ciii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an any other 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 clause (ai) or (bii) of this Section 3.06 or this clause (ciii); 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, amendment 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, Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in the agreements referred to in effect atclauses (i) or (ii) of this Section 3.06, or entered into on, as the Issue Datecase may be; (div) 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 (iiic) 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5above, restrictions contained in security agreements, agreements or 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 agreementsagreements or mortgages; and (fvi) 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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall 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: (i1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the Company, Company or any Restricted Subsidiary; (ii2) make any loans or advances to the Company or any Restricted Subsidiary; or (iii3) transfer any of its property or assets to the Company; exceptCompany or any Restricted Subsidiary. The preceding provisions will not prohibit: (ai) any encumbrance or restriction pursuant to an agreement or certificates of designation in effect at or entered into on the Issue Datedate of this Indenture (including, including without limitation, this Indenture, the Senior Credit AgreementFacilities, and the PHH Sub Preferred Stock as in effect on such date); (bii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued Incurred by such a 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 Incurred 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)Company or in contemplation thereof) and outstanding on such date; (ciii) 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 Incurred pursuant to an agreement referred to in clauses (aSection 3.5(i) or (bii) or this clause (ciii) or contained in any amendment to an agreement referred to in clauses (aSection 3.5(i) or (bii) or this clause (ciii); 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, amendment are no less favorable in any material respect to the Holders in any material respect, as determined in good faith by the senior management of the Company or Board of Directors of Securities than the Company, than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements referred to in effect at, Section 3.5(i) or entered into on, the Issue Date(ii); (div) in the case of clause (iii3) of this Section 4.53.5, any encumbrance or restriction restriction: (Aa) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or contract license or similar property contract, or asset, (B) by virtue the assignment or transfer of any transfer ofsuch lease, agreement to transferlicense or other contract; (b) contained in mortgages, option pledges or right with respect to, or Lien on, any property or assets other security agreements permitted under this Indenture securing Indebtedness 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 Subsidiaries in any manner material to the 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 the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; or (fc) 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 3.5 on the property so acquired; (vi) any Purchase Money Note or other Indebtedness or contractual requirements incurred with respect to a Qualified Securitization Transaction relating exclusively to a Securitization Entity that, in the good faith determination of the Board of Directors, are necessary to effect such Qualified Securitization Transaction; (vii) any restriction with respect to such 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; (viii) restrictions on Foreign Subsidiaries pursuant to arrangements governing Indebtedness of such Foreign Subsidiaries permitted pursuant to Section 3.3(b)(4); (ix) restrictions on any Specified Financing Subsidiary pursuant to the terms of the Customer Lease Financing Loans under which it is obligated; and (gx) encumbrances or restrictions arising or existing by reason of applicable lawlaw or any applicable rule, regulation or order, including, without limitation, restrictions on the payment of dividends on the Company's insurance company and/or banking Subsidiaries imposed by Federal or state government regulations.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (i) pay ordinary dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the Company, (ii) make any loans or advances to the 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 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 issued as consideration inIncurred in anticipation of, 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 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 holders of the Securities 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 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 Subsidiaries in any manner material to the 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) of this Section 4.5above, 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; (fg) 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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (gh) encumbrances or restrictions arising or existing by reason of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the Company, (ii) make any loans or advances to the 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 including, without limitation, the Indenture, the Notes and the Credit AgreementAgreements, if any; (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 inIncurred in anticipation of, 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)) 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 became a Restricted Subsidiary; (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) (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)); providedPROVIDED, howeverHOWEVER, 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 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 4.54.08, 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 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, this Indenture or (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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiaryagreement; (e) in the case of clause (iii) of this Section 4.54.08, restrictions contained in 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; and (g) encumbrances or restrictions arising or existing by reason 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 Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the CompanyCompany or a Restricted Subsidiary, (ii) make any loans or advances to the Company or any other Restricted Subsidiary or (iii) transfer any of its property or assets to the Company; except: Company or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of (a) any encumbrance or restriction pursuant to an agreement the Credit Facility as in effect at on March 31, 1998, and any amendments, restatements, renewals, replacements or entered into on the Issue Daterefinancings thereof; provided, including the Credit Agreement; (b) any encumbrance however, that such amendments, restatements, renewals, replacements or restriction refinancings are no more restrictive with respect to such a Restricted Subsidiary pursuant to an agreement relating dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (b) applicable law, (c) any instrument governing Indebtedness issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was Capital Stock of an Acquired Person acquired by the Company and outstanding on such date (other than Indebtedness issued as consideration in, or to provide all or any portion of its Restricted Subsidiaries as in effect at the funds time of such acquisition (except to the extent such Indebtedness was incurred in connection with or credit support utilized to consummate, the transaction 53 45 or series in contemplation 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 (cacquisition); provided, however, that the encumbrances and restrictions with respect (1) such restriction is not applicable 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 atPerson, 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 properties or assets of any Person, other than the Company or Acquired Person, and (2) the consolidated net income of an Acquired Person for any Restricted Subsidiary period prior to such acquisition shall not otherwise prohibited be taken into account in determining whether such acquisition was permitted by the terms of the Indenture, (Cd) that is included by reason of customary non-assignment provisions in a licensing agreement to leases or other agreements entered into the extent such restrictions limit the transfer ordinary course of the business and consistent with past practices, (e) Purchase Money Indebtedness for property subject to such licensing agreement or (D) arising or agreed to acquired 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5, only impose restrictions contained in security agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of on the property subject to such security agreements; so acquired, (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 the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary pending the closing of or assets, as applicable, and such sale or dispositiondisposition otherwise is permitted under Section 4.17 below; 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 270 days after such execution and delivery, or (g) encumbrances Refinancing Indebtedness permitted under the 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 restrictions arising assignment of any lease entered into in the ordinary course of business, consistent with past practice, nor (b) Liens permitted under the Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or existing by reason of applicable lawassets, as the case may be.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall Hanover will not, and shall 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 (i1) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the Company, Hanover or any Restricted Subsidiary; (ii2) make any loans or advances to the Company Hanover or any Restricted Subsidiary; or (iii3) transfer any of its property or assets to the Company; except: Hanover or any Restricted Subsidiary. The preceding provisions will not prohibit (ai) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Datedate of this Agreement, including including, without limitation, this Agreement, the 2001B Participation Agreement and the Senior Credit AgreementAgreement in effect on such date; (bii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued Incurred by such a Restricted Subsidiary on or prior to before the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date Hanover (other than Indebtedness issued Incurred 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 Hanover or in contemplation of the Company)transaction) and outstanding on such date; (ciii) 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 refunding, replacement or refinancing of Indebtedness issued Incurred pursuant to an agreement referred to in clauses (aSection 9.5(i) or (bii) or this clause (ciii) or contained in any amendment to an agreement referred to in clauses (aSection 9.5(i) or (bii) or this clause (ciii); 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, amendment are no less favorable in any material respect to the Holders in any material respect, as determined in good faith by the senior management of the Company or Board of Directors of Securities than the Company, than encumbrances and restrictions with respect contained in such agreements referred to in Section 9.5(i) or (ii) on the Issue Date or the date such Restricted Subsidiary contained in agreements in effect atbecame a Restricted Subsidiary, or entered into on, the Issue Datewhichever is applicable; (div) in the case of clause (iii3) of this Section 4.59.5, any encumbrance or restriction (Aa) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or contract license or similar property contract, or asset, (B) by virtue the assignment or transfer of any transfer ofsuch lease, agreement to transfer, option license 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiaryother contract; (eb) in the case of clause (iii) of this Section 4.5, restrictions contained in mortgages, pledges or other security agreements, mortgages or similar documents 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 (fc) 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 such 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; and (gviii) encumbrances or restrictions arising or existing by reason of applicable lawlaw or any applicable rule, regulation or order.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company Issuers shall not, and 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 such Restricted Subsidiary to (ia) pay dividends or make any other distributions on its Capital Stock to the Issuers or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the CompanyIssuers, (iib) make any loans or advances to the Company Issuers or (iiic) transfer any of its property or assets to the Company; except: Issuers, except (ai) any encumbrance or restriction in respect of any Restricted Subsidiary (x) pursuant to an agreement in effect at or entered into on the Issue Date, 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); (bii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued 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 an Issuer (other than Indebtedness issued Incurred 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 transaction pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of the Company or was acquired by the Company)an Issuer and outstanding on such date; (ciii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing effecting a Refinancing of Indebtedness Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses clause (ai) or (bii) of this Section 4.11 or this clause (ciii) or contained in any amendment to an agreement referred to in clauses clause (ai) or (bii) of this Section 4.11 or this clause (ciii); 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, amendment 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, Noteholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Datesuch predecessor agreements; (div) in the case of clause (iii) of this Section 4.5, any such encumbrance or restriction (A) that restricts consisting of customary non-assignment provisions in a customary manner leases to the extent such provisions restrict the subletting, assignment or transfer of any the lease or the property leased thereunder or asset that is a lease, license, conveyance in purchase money financings or contract or similar property or asset, (B) by virtue of any transfer ofIndebtedness, agreement to transfer, option or right with respect to, or any Lien on, any property or assets of the Company an Issuer 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (ev) in the case of clause (iiic) of this Section 4.5above, restrictions contained in security agreements, agreements or 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 agreementsagreements or mortgages; (fvi) 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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (gvii) encumbrances or restrictions arising or existing imposed by reason 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 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 Company shall Holdings will not, and shall 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 (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the CompanyHoldings, (ii) make any loans or advances to the Company Holdings or (iii) transfer any of its property or assets to the Company; except: Holdings, except (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Datedate of this Indenture (including, including without limitation, the Credit AgreementAgreement 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 such a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued Incurred by such a Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date Holdings (other than Indebtedness issued Incurred 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)Holdings) and outstanding on such date; (cd) 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 Incurred pursuant to an agreement referred to in clauses clause (a) or ), (b) or (c) of this covenant or this clause (cd) or contained in any amendment to an agreement referred to in clauses clause (a) or (b) or (c) of this covenant or this clause (cd); 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, amendment 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, not materially more restrictive than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, or entered into on, the Issue Datesuch agreements; (de) in the case of clause (iii) of this Section 4.5above, 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, conveyance or contract license or similar property contract, or assetthe 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 Holdings or any Restricted Subsidiary not otherwise prohibited by the Indenturethis Indenture (including any Permitted Lien), (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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5, restrictions contained in mortgages, pledges or other security agreements, mortgages or similar documents 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 agreementsagreements 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 such 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; and (g) encumbrances or restrictions arising or existing by reason 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 Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability right of any such Restricted Subsidiary to (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock Stock, or pay any Indebtedness Debt or other obligation owed owed, to the CompanyCompany or any other Restricted Subsidiary, (iib) make any loans or advances to the Company or any other Restricted Subsidiary or (iiic) transfer any of its property or assets Property to the Company; except: Company or any other Restricted Subsidiary. The foregoing limitations will not apply (i) with respect to clauses (a), (b) any encumbrance or restriction pursuant and (c), to an agreement restrictions (A) in effect at or entered into on the Issue Date, including the Credit Agreement; (bB) any encumbrance or restriction with respect relating to such Debt of a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued by such and existing at the time it became a Restricted Subsidiary on if such restriction was not created in connection with or prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness issued as consideration in, or to provide all or any portion in anticipation 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); , (cC) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness which result from the Refinancing of Debt Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses the immediately preceding clause (ai)(A) or (bB) above or this in clause (c) or contained in any amendment to an agreement referred to in clauses (aii)(A) or (bB) or this clause (c); providedbelow, however, provided 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 restriction is no less favorable to the Holders in of Securities than those under the agreement evidencing the Debt so Refinanced, or (D) on Sales Finance or any material respect, as determined in good faith by the senior management other bankruptcy-remote special-purpose Subsidiary of the Company that purchases or Board of Directors of sells accounts receivable or inventory pursuant to the Company, than encumbrances Credit Facilities and restrictions (ii) 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 (iiic) of this Section 4.5only, any encumbrance or restriction to restrictions (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset relating to Debt that is a lease, license, conveyance or contract or similar property or assetpermitted to be Incurred and secured pursuant to Section 4.05 and Section 4.07 that limit the right of the debtor to dispose of the Property securing such Debt, (B) encumbering Property at the time such Property was acquired by 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 Subsidiary, so long as such restriction relates solely to the Property so acquired and was not otherwise prohibited by the Indenturecreated 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 is included in a licensing agreement to the extent restrict assignment of such restrictions limit the transfer of the property subject to such licensing agreement agreements or rights thereunder 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5, customary restrictions contained in security agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict asset sale agreements limiting the transfer of the property subject to such security agreements; (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 the Capital Stock or assets of such Restricted Subsidiary Property pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable lawsale.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and 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 such Restricted Subsidiary to (i) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or Redeemable Stock, or pay any Indebtedness or other obligation owed owed, to the CompanyCompany or any other Restricted Subsidiary, (ii) make any loans or advances to the Company or any other Restricted Subsidiary or (iii) transfer any of its property or assets Property to the Company; except: Company or any other Restricted Subsidiary. Such limitation shall not apply (a) any encumbrance or restriction pursuant with respect to an agreement clauses (i), (ii) and (iii), to encumbrances and restrictions (1) in the Bank Credit Facilities and other agreements and instruments, in each case as in effect at or entered into on the Issue Date, including (2) relating to Indebtedness of a Restricted Subsidiary and existing at the Credit Agreement; (b) any time it became a Restricted Subsidiary if such encumbrance or restriction was not created in anticipation of or in connection 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 or (3) which result from the renewal, refinancing, extension or amendment of an agreement that is the Company subject of clause (a)(1) or was acquired by (2) above or clause (b)(1) or (2) below, provided that such encumbrance or restriction is not materially less favorable to the Company); Holders of Securities than those under or pursuant to the agreement so renewed, refinanced, extended or amended, and (cb) 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 with respect applicable to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without violation of Property at 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 time it is acquired by the senior management of the Company or Board of Directors of the Companya Restricted Subsidiary, than encumbrances and restrictions with respect to so long as 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 relates solely to the Property so acquired and was not created in a customary manner the subletting, assignment anticipation of or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or assetin connection with such acquisition, (B3) by virtue customary provisions restricting subletting or assignment of any transfer of, agreement to transfer, option leases and customary provisions in other agreements that restrict assignment of such agreements 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, rights thereunder and (C4) that is included customary restrictions contained in a licensing agreement to the extent such restrictions limit asset sale agreements limiting 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 Subsidiaries in any manner material to the 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 the extent such restrictions restrict the transfer of the property subject to such security agreements; (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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable lawsale.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability right of any such Restricted Subsidiary to to: (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock (it being understood that the priority of any Preferred Stock in receiving dividend or pay any Indebtedness or other obligation owed liquidating distributions prior to the Companydividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock), (iib) make any loans or advances to the Company or any other Restricted Subsidiary or pay any Debt or other obligation owed, to the Company or any Restricted Subsidiary (iiiit being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Debt Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances or pay Debt or other obligation), or 85 (c) sell, lease or transfer any of its property or assets Property to the Company; except: Company or any other Restricted Subsidiary (it being understood that such transfers shall not include any type of transfer described in clause (a) any encumbrance or restriction pursuant to an agreement (b) above). The foregoing limitations will not apply to: (1) restrictions in effect at or entered into on the Issue Date, including including, but not limited to the Super Senior Revolving Credit AgreementFacility, this Indenture, the Notes and the Notes Guarantees; (b2) restrictions relating to any encumbrance agreements or restriction with respect to such instruments of a Person existing at the time it became a Restricted Subsidiary pursuant or to an agreement any agreements or instruments relating to any Indebtedness issued by such Restricted Subsidiary on or prior to Property at the date on which such Restricted Subsidiary was time acquired by the Company and outstanding on such date (other than Indebtedness issued as consideration in, or to provide all or any portion Restricted Subsidiary, in each case if such restriction was not created in connection with or in anticipation of the funds or credit support utilized to consummate, the transaction 53 45 or series of related transactions pursuant to which such that Restricted Subsidiary became a Restricted Subsidiary of the Company or such Property was acquired by the Company)Company or a Restricted Subsidiary; (c3) restrictions that result from any encumbrance amendment, restatement, modification, renewal, supplement, extension, replacement or restriction with respect to such a Restricted Subsidiary pursuant to an Refinancing of Debt or other agreement evidencing Indebtedness Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement instrument referred to in clauses (a) or (b) or this clause (c) or Section 4.08, provided that the restriction 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 wholerestatement, are no less favorable to the Holders in any material respectmodification, renewal, supplement, extension, replacement or Refinancing is not materially more restrictive (as determined in good faith by the senior management 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 Section 4.08 only, 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 Board of Directors any Restricted Subsidiary, so long as the restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of the Companyacquisition; (8) restrictions resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements (including, than encumbrances 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 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 the Note Documents; (12) restrictions with respect to such Restricted Subsidiary contained the disposition or distribution of assets or property in joint venture agreements in effect at, or and other similar agreements entered into on, in the Issue Dateordinary course of business; (d13) 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 (iiic) of the first paragraph of this Section 4.54.08, 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 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 business, not relating to any Debt, and that does do not, individually or in the aggregate, detract from the value of property or assets of the Company or any of its Subsidiaries Restricted Subsidiary thereof in any manner material to the Company or any such Restricted SubsidiarySubsidiary thereof; (e15) restrictions contained in Hedging Obligations; (16) restrictions constituting customary restrictions with respect to a Securitization Subsidiary, pursuant to the case terms of a Permitted Receivables Financing or Permitted Supply Chain Financing; (17) with respect to clause (iiic) of this Section 4.54.08 only, restrictions contained in security on property under a charter, lease, sub-lease or other agreement (including any Drilling Contracts, charterparty agreements, mortgages rig operating, service or similar documents securing Indebtedness management agreements or pool agreements) that has been entered into in the ordinary course for the employment, charter or other hire of a Restricted Subsidiary 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 extent Vessel or other such restrictions restrict the transfer of the property asset (other than cash or Cash Equivalents) subject to such security agreements; Drilling Contract or (fii) any restriction joint venture agreement or similar arrangement with respect to such a Restricted Subsidiary imposed pursuant to an agreement entered into for any joint venture that imposes restrictions on the sale transfer or disposition assignment of all or substantially all the Capital Stock in such joint venture or assets Property of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable law.joint venture;

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the Company, (ii) make any loans or advances to the 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 Closing 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 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 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 not materially less favorable to the Holders in any material respectHolders, as determined in good faith by the senior management of the Company or Board of Directors of the CompanyDirectors, 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 4.54.09, 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 the 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 Subsidiaries in any manner material to the Company or any such Restricted SubsidiarySubsidiary as determined in good faith by senior management of the Company; (e) in the case of clause (iii) of this Section 4.54.09, 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) 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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (g) encumbrances or restrictions with respect to Indebtedness of Foreign Subsidiaries; provided that (i) 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 (gii) 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 by reason of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation owed to the Company, (ii) make any loans or advances to the 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 AgreementFacility; (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) 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 Subsidiaries in any manner material to the 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 the extent such restrictions restrict the transfer of the property subject to such security agreements; (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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and 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 such Restricted Subsidiary (a) to (i) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company, (iib) to make any loans or advances to the Company or (iiic) transfer any of its property or assets to the Company; , except: (ai) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including the Credit Agreement; (bii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating applicable 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 inan agreement entered into in connection with, or to provide all or any portion of the funds or credit support utilized to consummatein anticipation of, 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)) and outstanding on such date; (ciii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an any other 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 clause (ai) or (bii) of this Section 3.06 or this clause (ciii); 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, amendment 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, Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in the agreements referred to in effect atclauses (i) or (ii) of this Section 3.06, or entered into on, as the Issue Datecase may be; (div) 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 (iiic) 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5above, restrictions contained in security agreements, mortgages or similar documents Permitted Liens securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreementsagreements or mortgages; and (fvi) 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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and 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 such Restricted Subsidiary (a) to (i) pay 61 -52- dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligation owed to the Company, (iib) to make any loans or advances to the Company or (iiic) to transfer any of its property or assets to the Company; , except: (ai) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including the Credit AgreementDate and any agreement that constitutes a Refinancing thereof permitted under this Indenture; (bii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement relating applicable 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 or was designated a Restricted Subsidiary (other than Indebtedness issued as consideration inan agreement entered into in connection with, or to provide all or any portion of the funds or credit support utilized to consummatein anticipation of, 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)) and outstanding on such date; (ciii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an any other 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 clause (ai) or (bii) of this Section 4.12 or this clause (ciii); 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, amendment are no not materially 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, Noteholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in the agreements referred to in effect atclause (i) or (ii) of this Section 4.12, or entered into on, as the Issue Datecase may be; (div) 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 (iiic) 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5above, restrictions contained in security agreements, agreements or 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 agreementsagreements or mortgages; (fvi) customary affiliate transactions provisions; (vii) 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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (gviii) encumbrances or restrictions arising or existing by reason of applicable lawpursuant to Permitted Warehouse Indebtedness.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall will not, and shall 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 such Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligation obligations owed to the Company, (ii) make any loans or advances to the Company or (iii) transfer any of its property or assets to the Company; except: , except (aA) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Datedate of this Indenture (including, including without limitation, the Senior Credit AgreementFacility); (bB) any encumbrance or restriction with respect to such a Restricted Subsidiary (1) pursuant to an agreement relating to any Indebtedness issued incurred by such a Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company, or of another Person that is assumed by the Company and outstanding on or a Restricted Subsidiary in connection with the acquisition of assets from, or merger or consolidation with, such date Person (other than Indebtedness issued incurred 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, 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); (cC) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness Incurred without violation of the Indenture or (a "Refinancing Agreement") effecting a refinancing of Indebtedness issued incurred pursuant to to, or that otherwise extends, renews, refinances or replaces, an agreement referred to in clauses clause (aA) or (bB) of this covenant or this clause (cC) or contained in any amendment to an agreement referred to in clauses clause (aA) or (bB) of this covenant or this clause (c)C) (an "Initial Agreement") or contained in any amendment to an Initial Agreement; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of such agreement, refinancing agreement Refinancing Agreement or amendment, taken as a whole, amendment 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, Securities taken as a whole than encumbrances and restrictions with respect to such Restricted Subsidiary contained in agreements in effect at, the Initial Agreement or entered into on, the Issue DateAgreements to which such Refinancing Agreement or amendment relates; (dD) in the case of clause (iii) of this Section 4.5, any encumbrance or restriction (A1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or contract license or similar property contract, or assetthe assignment or transfer of any lease, license or other contract, (B2) 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 this Indenture, (C3) 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5, restrictions contained in security agreementsmortgages, mortgages pledges or similar documents other 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 agreementsagreements 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; (fE) any restriction with respect to such 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; and (gF) encumbrances any encumbrance or restrictions arising restriction on the transfer of property or existing assets required by reason any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary or any of applicable lawtheir businesses.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or 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 such Restricted Subsidiary to (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock Stock, or pay any Indebtedness or other obligation owed owed, to the CompanyCompany or any other Restricted Subsidiary, (iib) make any loans or advances to the Company or any other Restricted Subsidiary or (iiic) transfer any of its property or assets Property to the Company; except: Company or any other Restricted Subsidiary. Such limitation will not apply (1) with respect to clauses (a), (b) and (c), to encumbrances and restrictions (i) in existence under or by reason of any encumbrance or restriction pursuant to an agreement agreements (not otherwise described in clause (iii)) in effect at or entered into on the Issue Date, including (ii) relating to Indebtedness of a Restricted Subsidiary and existing at such Restricted Subsidiary at the Credit Agreement; (b) any time it became a Restricted Subsidiary if such encumbrance or restriction was not created in connection 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 in anticipation 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); , (ciii) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an (x) the Credit Facility as in effect on the Issue Date and (y) any agreement evidencing Indebtedness Incurred without violation of which amends, extends, renews, refinances, replaces or refunds 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); providedCredit Facility, howeverPROVIDED, HOWEVER, that in the case of this subclause (y), such restrictions or 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 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 material respectconsecutive 360 day period, as determined in good faith by unless (1) there exists a default under the senior management Credit Facility resulting from any payment default under the Credit Facility when due or (2) the maturity of the Company Credit Facility has been accelerated, or Board (iv) which result from the extension renewal, refinancing, replacement, refunding or amendment of Directors of an agreement referred to in the Companyimmediately preceding clauses (1)(i) and (ii) above and in clauses (2)(i) and (ii) below, than encumbrances and restrictions with respect PROVIDED, such encumbrance or restriction is no more restrictive to such Restricted Subsidiary contained in agreements in effect atand 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 entered into onamended, the Issue Date; and (d2) in the case of with respect to clause (iiic) of this Section 4.5only, to (i) any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset relating to Indebtedness that is a lease, license, conveyance 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 contract or similar property or assetProperty securing such Indebtedness, (Bii) by virtue any encumbrance or restriction in connection with an acquisition of any transfer ofProperty, agreement so long as such encumbrance or restriction relates solely to transferthe Property so acquired and was not created in connection with or in anticipation of such acquisition, option (iii) customary provisions restricting subletting or right with respect to, or Lien on, any property or assets assignment of leases of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenture, and customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (Civ) that is included customary restrictions contained in a licensing agreement to the extent such restrictions limit asset sale agreements limiting 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 Subsidiaries in any manner material to the 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 the extent such restrictions restrict the transfer of the property subject to such security agreements; (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 the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable lawsale.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit otherwise cause or 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 such Restricted Subsidiary to (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock Stock, or pay any Indebtedness Debt or other obligation owed owed, to the CompanyCompany or any other Restricted Subsidiary, (iib) make any loans or advances to the Company or any other Restricted Subsidiary or (iiic) transfer any of its property or assets Property to the Company; except: Company or any other Restricted Subsidiary. The foregoing limitations will not apply (i) with respect to clauses (a), (b) and (c), to encumbrances and restrictions (A) in existence under or by reason of any encumbrance or restriction pursuant to an agreement agreements in effect at or entered into on the Issue Date, including (B) relating to Debt of a Restricted Subsidiary and existing at such Restricted Subsidiary at the Credit Agreement; (b) any time it became a Restricted Subsidiary if such encumbrance or restriction was not created in connection 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 in anticipation 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); , (cC) any 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 a 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 an agreement evidencing Indebtedness a Credit Facility or (G) which result from the Refinancing of Debt Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in the immediately preceding clauses (ai)(A) and (B) above or (b) or this clause (c) or contained in any amendment to an agreement referred to in clauses (aii)(A) and (B) below, provided such encumbrance 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 restriction is no less favorable to the Holders in any material respectholders of Securities than those under the agreement evidencing the Debt so Refinanced, as determined in good faith by the senior management of the Company or Board of Directors of the Companyand (ii) with respect to clause (c) only, than to 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 limit the sublettingright of the debtor to transfer or dispose of the Property securing such Debt, assignment or transfer of any property or asset provided that such Debt is a lease, license, conveyance or contract or similar property or assetpermitted to be Incurred and secured pursuant to Sections 4.03 and 4.05, (B) by virtue in connection with an acquisition of any transfer ofProperty, agreement so long as such encumbrance or restriction relates solely to transfer, option the Property so acquired and was not created in connection with or right with respect to, or Lien on, any property or assets in anticipation of the Company or any Restricted Subsidiary not otherwise prohibited by the Indenturesuch acquisition, (C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that is included in a licensing agreement to the extent restrict assignment of such restrictions limit the transfer of the property subject to such licensing agreement agreements or rights thereunder 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5, customary restrictions contained in security agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict asset sale agreements limiting the transfer of the property subject to such security agreements; (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 the Capital Stock or assets of such Restricted Subsidiary Property pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable lawsale.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability right of any such Restricted Subsidiary to (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock Stock, or pay any Indebtedness Debt or other obligation owed owed, to the CompanyCompany or any other Restricted Subsidiary, (iib) make any loans or advances to the Company or any other Restricted Subsidiary or (iiic) transfer any of its property or assets Property to the Company; except: Company or any other Restricted Subsidiary. The foregoing limitations will not apply (i) with respect to clauses (a), (b) any encumbrance or restriction pursuant and (c), to an agreement restrictions (A) arising under agreements that were in effect at or entered into on the Issue Date, including the Credit Agreement; (bB) any encumbrance or restriction with respect relating to such Debt of a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness issued by such and existing at the time it became a Restricted Subsidiary on if such restriction was not created in connection with or prior to the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness issued as consideration in, or to provide all or any portion in anticipation 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); Company or another Restricted Subsidiary, or (cC) any encumbrance or restriction with respect to such a Restricted Subsidiary pursuant to an agreement evidencing Indebtedness that result from the Refinancing of Debt Incurred without violation of the Indenture or effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in clauses clause (ai)(A) or (bB) above or in clause (ii)(A) or this (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) or contained in any amendment only, 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 relating to Debt that is a lease, license, conveyance or contract or similar property or assetpermitted to be Incurred and secured without also securing the Securities pursuant to Sections 4.03 and 4.05 that limit the right of the debtor to dispose of the Property securing such Debt, (B) encumbering Property at the time such Property was acquired by 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 Subsidiary, so long as such restriction relates solely to the Property so acquired and was not otherwise prohibited by the Indenturecreated 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 is included in a licensing agreement to the extent restrict assignment of such restrictions limit the transfer of the property subject to such licensing agreement agreements or rights thereunder 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 Subsidiaries in any manner material to the Company or any such Restricted Subsidiary; (e) in the case of clause (iii) of this Section 4.5, customary restrictions contained in security agreements, mortgages or similar documents securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict asset sale agreements limiting the transfer of the property subject to such security agreements; (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 the Capital Stock or assets of such Restricted Subsidiary Property pending the closing of such sale or disposition; and (g) encumbrances or restrictions arising or existing by reason of applicable lawsale.