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

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

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) to pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer Company or any Note Guarantora Restricted Subsidiary, (cb) to make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any a Restricted Subsidiary to other Indebtedness Incurred by the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) or (dc) sell, lease or to transfer any of its properties property or assets to the Parent Guarantor Company or a Restricted Subsidiary, except: (i) any encumbrance or restriction in an agreement in effect on the Issue Date (including without limitation, the Credit Agreement); (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or became a Restricted Subsidiary of the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of its the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries it being understood Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i) or (ii) of this covenant or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this covenant or this clause (iii); provided, however, that the encumbrances and restrictions with respect to such transfers shall not include Restricted Subsidiary contained in any type such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv) any such encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer described of the lease or the property leased thereunder; (v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (vi) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (vii) any encumbrance or restriction in any agreement or instrument in the Existing Receivables Facility and in connection with a Qualified Receivables Transaction; and (viii) any encumbrances or restrictions imposed by any amendments, restatements, modifications, renewals or refinancings (regardless of whether the principal amount of underlying Indebtedness is increased or decreased) of the contracts, instruments or obligations referred to in clauses (a)i) through (vi) above; provided that such amendments or refinancings are, (b) or (c) in the good faith judgment of this paragraphthe Company’s Board of Directors, except in each case for no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or restrictions existing under or by reason of:refinancing.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) to pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer Company or any Note Guarantora Restricted Subsidiary, (cb) to make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any a Restricted Subsidiary to other Indebtedness Incurred by the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) or (dc) sell, lease or to transfer any of its properties property or assets to the Parent Guarantor Company or a Restricted Subsidiary, except: (i) any encumbrance or restriction in the Priority Lien Credit Agreement or Note Documents on the Issue Date or pursuant to any other agreement in effect on the Issue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of its the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries it being understood that Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such transfers shall not include date; (iii) any type encumbrance or restriction pursuant to an agreement effecting a Refinancing of transfer described Indebtedness Incurred pursuant to an agreement referred to in clauses clause (a), (bi) or (cii) of this paragraphSection 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii); provided, except however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in each any such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv) any such encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (vi) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such encumbrances Restricted Subsidiary in compliance with the terms of this Indenture pending the closing of such sale or restrictions existing under or by reason of:disposition.

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

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

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) to pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer Company or any Note Guarantora Restricted Subsidiary, (cb) to make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any a Restricted Subsidiary to other Indebtedness Incurred by the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) or (dc) sell, lease or to transfer any of its properties property or assets to the Parent Guarantor Company or a Restricted Subsidiary, except: (i) any encumbrance or restriction in the Credit Agreement on the Issue Date or pursuant to any other agreement in effect on the Issue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of its the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries it being understood that Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such transfers shall not include date; (iii) any type encumbrance or restriction pursuant to an agreement effecting a Refinancing of transfer described Indebtedness Incurred pursuant to an agreement referred to in clauses clause (a), (bi) or (cii) of this paragraphcovenant or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this covenant or this clause (iii); provided, except however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in each any such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv) any such encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (vi) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such encumbrances Restricted Subsidiary pending the closing of such sale or restrictions existing under or by reason of:disposition.

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

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) to pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer Company or any Note Guarantora Restricted Subsidiary, (cb) to make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any a Restricted Subsidiary to other Indebtedness Incurred by the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) or (dc) sell, lease or to transfer any of its properties property or assets to the Parent Guarantor Company or a Restricted Subsidiary, except: (i) any encumbrance or restriction in the Priority Lien Credit Agreement or Second Lien Documents on the Issue Date or pursuant to any other agreement in effect on the Issue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of its the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries it being understood that Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such transfers shall not include date; (iii) any type encumbrance or restriction pursuant to an agreement effecting a Refinancing of transfer described Indebtedness Incurred pursuant to an agreement referred to in clauses clause (a), (bi) or (cii) of this paragraphSection 4.06 or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii); provided, except however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in each any such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv) any such encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to this Indenture to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (vi) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such encumbrances Restricted Subsidiary in compliance with the terms of this Indenture pending the closing of such sale or restrictions existing under or by reason of:disposition.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will notNeither the Company nor the Issuer shall, and will not nor shall the Company permit any of its other Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) to pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock to the Company or with respect to any other interest a Restricted Subsidiary or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer Company or any Note Guarantorthe Issuer, (cb) to make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any Restricted Subsidiary to other Indebtedness Incurred by the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) Issuer or (dc) sell, lease or to transfer any of its properties property or assets to the Parent Guarantor Company or the Issuer, except: (i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of its the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries it being understood that Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such transfers shall not include date; (iii) any type encumbrance or restriction pursuant to an agreement effecting a Refinancing of transfer described Indebtedness Incurred pursuant to an agreement referred to in clauses clause (a), (bi) or (cii) of this paragraphcovenant or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this covenant or this clause (iii); provided, except however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in each any such refinancing agreement or amendment are no less favorable to the Noteholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (iv) any such encumbrance or restriction consisting of customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (v) in the case of clause (c) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (vi) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such encumbrances Restricted Subsidiary pending the closing of such sale or restrictions existing under or by reason of:disposition.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) to pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer Company or any Note GuarantorRestricted Subsidiary, (cb) to make any loans or advances to the Parent Guarantor or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor Company or any Restricted Subsidiary or (c) to other transfer any of its property or assets to the Company or any Restricted Subsidiary, except: (i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Parent Guarantor Company (other than Indebtedness incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (i) or (ii) of this Section 3.11 or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 3.1 1; provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable in any material respect to the holders of the Securities than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; and (iv) in the case of Section 3.11(c), any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset that is the subject of such encumbrance or restriction, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) otherwise prohibited by this Indenture, or (dC) sellarising or agreed to in the ordinary course of business, lease not relating to any Indebtedness, and that do not, individually or transfer any in the aggregate, detract from the value of its properties property or assets of the Company or any Restricted Subsidiary in any manner material to the Parent Guarantor Company or any Restricted Subsidiary; provided that, in each case, such encumbrance or restriction relates to, and restricts dealings with, only the property or asset that is the subject of its Restricted Subsidiaries it being understood such encumbrance or restriction; and provided further, that such transfers shall encumbrance or restriction does not include prohibit, limit or otherwise restrict the making or payment of any type dividend or other distribution to the Company or any Restricted Subsidiary; (v) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of transfer described all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vi) any restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in clauses (a), (b) or (c) the ordinary course of this paragraph, except in each case for such encumbrances or restrictions existing under or by reason of:business.

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

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ai) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that to the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends Company or liquidating distributions prior to dividends a Restricted Subsidiary or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligation owed to the Issuer Company or any Note Guarantora Restricted Subsidiary, (cii) make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any other Restricted Subsidiary to other Indebtedness Incurred by the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) or (diii) sell, lease or transfer any of its properties property or assets to the Parent Guarantor Company or any of its other Restricted Subsidiaries it being understood that such transfers shall not include any type of transfer described in clauses (a), (b) or (c) of this paragraphSubsidiary, except in each case for such encumbrances or restrictions existing under or by reason of:of (a) (x) this Indenture, the Credit Facility or the indenture governing the Senior Discount Notes, in each case as in effect on the Issue Date, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that any such amendments, restatements, renewals, replacements or refinancings to or under the Credit Facility or the indenture governing the Senior Discount Notes are not materially more restrictive, when taken as a whole, with respect to such dividend and other payment restrictions, to the Company or any Restricted Subsidiary than those contained in the Credit Facility or such indenture, as the case may be, (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, or (y) the indenture relating to any Public Debt issued after the date hereof, which encumbrances or restrictions are not materially more restrictive, when taken as a whole, with respect to such dividend and other payment restrictions, to the Company or any Restricted Subsidiary than those contained in this Indenture, (b) applicable law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition or in violation of Section 4.13; provided, however, that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, and (2) the consolidated net income of such Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of this Indenture, (d) customary non-assignment provisions in leases or other agreements entered into the ordinary course of business, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property so acquired, (f) an agreement for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; provided, however, that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under Section 4.17; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 180 days after such execution and delivery, or (g) Refinancing Indebtedness permitted under this Indenture; provided, however, that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease entered into in the ordinary course of business, nor (b) Liens permitted under this Indenture, shall in and of themselves be considered a restriction on the ability of the applicable Restricted Subsidiary to transfer such agreements or assets, as the case may be.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor will shall not, and will 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 Restricted Subsidiary to other than the Company; (a) to pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer Company or any Note Guarantoranother Restricted Subsidiary, (cb) to make any loans or advances to the Parent Guarantor Company or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any another Restricted Subsidiary to other Indebtedness Incurred by the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) or (dc) sell, lease or to transfer any of its properties property or assets to the Parent Guarantor Company or another Restricted Subsidiary, except: (i) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of its the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiaries it being understood that Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such transfers shall not include date; (iii) any type encumbrance or restriction pursuant to an agreement effecting a Refinancing of transfer described Indebtedness Incurred pursuant to an agreement referred to in clauses clause (a), (bi) or (cii) of this paragraphcovenant or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this Section 4.06 or this clause (iii); provided, except however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in each case for any such encumbrances refinancing agreement or restrictions existing under or by reason of:amendment are no

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

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ai) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect pay any Indebtedness or other obligations owed to the Company or any other interest or participation in, or measured by, its profits Restricted Subsidiary (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends dividends, or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Common Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer or any Note Guarantor, (cii) make any loans or advances to the Parent Guarantor Company or any of its other Restricted Subsidiaries Subsidiary (it being understood that the subordination of loans or advances made to the Parent Guarantor Company or any Restricted Subsidiary to other Indebtedness Incurred by the Parent Guarantor Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) or (diii) sell, lease or transfer any of its properties property or assets to the Parent Guarantor Company or any of its other Restricted Subsidiaries Subsidiary (it being understood that such transfers shall not include any type of transfer described in clause (i) or (ii) above), except: (a) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including pursuant to this Indenture, the Subsidiary Guarantees, the ABL Credit Facility, the European Credit Facility and the Rabobank Term Loan; (b) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness Incurred by such Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (c) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refinancing, refunding or replacement of Indebtedness Incurred pursuant to an agreement referred to in the preceding clauses (a), ) or (b) or this clause (c) or contained in any amendment, restatement, modification, renewal, supplement, rewriting, replacement or refinancing of an agreement referred to in the preceding clauses (a) or (b) or this clause (c); provided, however, that the encumbrances and restrictions contained in any such agreement are no less favorable to the Holders, taken as a whole, than the original encumbrances and restrictions contained in such agreements; (d) in the case of clause (iii) of this paragraphSection 3.6, except any encumbrance or restriction (1) that restricts in each case a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, (2) by virtue of any transfer of, agreement to transfer, option or right with respect to, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, (3) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements or the Equity Interests in the owner of such property or in any Subsidiary of the Company that owns a direct or indirect Equity Interest in such owner and (4) ordinary course provisions restricting the assignability of contracts; (e) any restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (f) restrictions created in connection with a Qualified Receivables Transaction that, in the good faith determination of the Board of Directors, are necessary to effect such Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entity; (g) any customary provisions in leases, subleases or licenses and other agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business; (h) any encumbrance or restriction pursuant to (x) other Indebtedness or Preferred Stock of a Non-Guarantor Restricted Subsidiary; provided that such encumbrances or restrictions existing under will not materially affect the Company’s ability to make anticipated principal and interest payments on the Securities (as determined in good faith by the Board of Directors of the Company) or (y) other Indebtedness or Preferred Stock of a Subsidiary Guarantor, in each case permitted to be Incurred pursuant to Section 3.3; and (i) any restriction by reason of:operation of applicable law.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. (a) The Parent Guarantor Issuer will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to to: (a1) pay dividends or make any other distributions to the Parent Guarantor Issuer or any of its Restricted Subsidiaries Subsidiary that is a Subsidiary Guarantor in cash or otherwise on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness or other obligations owed to the Issuer or any Note Restricted Subsidiary that is a Subsidiary Guarantor, ; (c2) Guarantor; or make any loans or advances to the Parent Guarantor or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor Issuer or any Restricted Subsidiary to other Indebtedness Incurred by the Parent Guarantor or any Restricted that is a Subsidiary shall not be deemed a restriction on the ability to make loans or advances) or (d3) sell, lease or transfer any of its properties property or assets to the Parent Guarantor Issuer or any Restricted Subsidi-ary that is a Subsidiary Guarantor; provided that (x) the priority of its any Preferred Stock in receiving dividends or liquidating distributions prior to divi-dends or liquidating distributions being paid on common stock and (y) the subordination of (including the applica-tion of any standstill requirements to) loans or advances made to the Issuer or any Restricted Subsidiaries it being understood Subsidiary that such transfers is a Subsidiary Guarantor to other Indebtedness Incurred by the Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor shall not include any type of transfer described in clauses (a), be deemed to constitute such an encumbrance or restriction. (b) Section 3.4(a) shall not prohibit: (1) any encumbrance or restriction pursuant to (x) any Credit Facility (including the Credit Agreement), or (cy) of this paragraphany other agreement or instrument, except in each case for such case, in effect at or entered into on the Issue Date (or contractual encumbrances or restrictions with respect to the Transactions in effect on the Escrow Release Date); (2) any encumbrance or restriction pursuant to this Indenture, the Notes and the Note Guar-antees; (3) encumbrances or restrictions arising or existing under or by reason of:of applicable law, rule, regula-tion or order, or required by any regulatory authority; (4) any encumbrance or restriction pursuant to an agreement or instrument of a Person or re-lating to any Capital Stock or Indebtedness of a Person, entered into on or before the date on which such Person was acquired by or merged, consolidated or otherwise combined with or into the Issuer or any Re-stricted Subsidiary, or was designated as a Restricted Subsidiary or on which such agreement or instrument is assumed by the Issuer or any Restricted Subsidiary in connection with an acquisition of assets (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds uti-lized to consummate, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by the Issuer or was merged, consolidated or otherwise combined with or into the Issuer or any Restricted Subsidiary or entered into in contemplation of or in connection with such transaction) and outstanding on such date; provided that, for the purposes of this clause, if anoth-er Person is the successor entity, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by the Issuer or any Restricted Subsidiary when such Person becomes the successor entity; (5) any encumbrance or restriction: (i) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assign-ment or transfer of any lease, license or other contract or agreement; -76-

Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Parent Guarantor Issuer will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ai) pay dividends or make any other distributions to the Parent Guarantor or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of any Preferred Stock Incurred in accordance with the Indenture in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Capital Stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock), (b) pay any Indebtedness owed to the Issuer or a Restricted Subsidiary or pay any Note GuarantorIndebtedness or other obligation owed to the Issuer, (cii) make any loans or advances to the Parent Guarantor or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Parent Guarantor or any Restricted Subsidiary to other Indebtedness Incurred by the Parent Guarantor or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances) Issuer or (diii) sell, lease or transfer any of its properties property or assets to the Parent Guarantor Issuer or any Restricted Subsidiary, except: (1) any encumbrance or restriction pursuant to a Credit Facility or any agreement in effect on the Issue Date; (2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness or Capital Stock Incurred or issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Issuer or a Restricted Subsidiary (other than Indebtedness or Capital Stock Incurred or issued as consideration for, or to provide any portion of its the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiaries it being understood that Subsidiary became a Subsidiary or was acquired by the Issuer or a Restricted Subsidiary) and outstanding on such transfers shall not include date; (3) any type encumbrance or restriction pursuant to an agreement effecting a Refinancing of transfer described Indebtedness Incurred pursuant to an agreement referred to in clauses clause (a), (b1) or (c2) of this paragraphSection 4.6 or contained in any amendment to an agreement referred to in clause (1) or (2) of this Section 4.6; provided, except however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in each any such refinancing agreement or amendment taken as a whole are no less favorable to the Noteholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements as determined in good faith by the Board of Directors of the Issuer; (4) in the case for of clause (iii), any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or other contract or such encumbrances lease, license or other such contract; (5) in the case of clause (iii), contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions existing restrict the transfer of the property subject to such security agreements or mortgages; (6) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (7) customary provisions with respect to the disposition or distribution of assets or property in joint venture and other similar agreements; and (8) restrictions on cash or other deposits or net worth imposed by customers under or by reason of:contracts entered into in the ordinary course of business; provided that the Board of Directors of the Issuer in good faith determines that such restrictions will not have a material adverse impact on the Issuer's ability to make payments on the Notes. 39 35