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

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company to (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness owed to the Company or any of its other Subsidiaries, (ii) make loans or advances to the Company or any of its other Subsidiaries or (iii) transfer any of its properties or assets to the Company or any of its other Subsidiaries, in each case except for encumbrances or restrictions existing under or by reason of (a) applicable law, (b) the Credit Agreements, (c) Existing Indebtedness, (d) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred pursuant to this Indenture and which was not incurred in anticipation or contemplation of the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition of such assets by the Company or its Subsidiaries, (e) restrictions or encumbrances replacing those permitted by clause (b), (c) or (d) above which, taken as a whole, are not materially more restrictive, (f) this Indenture, (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting the sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating to the property covered thereby.

Limitation on Restrictions on Distributions from Subsidiaries. The Prior to the occurrence of the Fall-Away Event, the Company shall not, and shall not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company to (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness owed to the Company or any of its other Subsidiaries, (ii) make loans or advances to the Company or any of its other Subsidiaries or (iii) transfer any of its properties or assets to the Company or any of its other Subsidiaries, in each case except for encumbrances or restrictions existing under or by reason of (a) applicable law, (b) the Credit Agreements, (c) Existing Indebtedness, (d) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred pursuant to this Indenture and which was not incurred in anticipation or contemplation of the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition of such assets by the Company or its Subsidiaries, (e) restrictions or encumbrances replacing those permitted by clause (b), (c) or (d) above which, taken as a whole, are not materially more restrictive, (f) this Indenture, (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting the sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating to the property covered thereby.

Limitation on Restrictions on Distributions from Subsidiaries. The Company (a) AK Steel shall not, and shall not permit any of its Subsidiaries Subsidiary to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company to (i) pay dividends or make any other distributions on its Capital Stock Equity Interests or pay any Debt or other obligation owed to AK Steel or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness owed to the Company or any of its other SubsidiariesSubsidiary, (ii) make loans or advances to the Company any Investment in AK Steel or any of its other Subsidiaries Subsidiary or (iii) transfer any of its properties property or assets to the Company AK Steel or any of its other Subsidiaries, in each case except for encumbrances or restrictions existing under or by reason of (a) applicable law, Subsidiary. (b) Notwithstanding the Credit Agreementsforegoing, AK Steel may, and may permit any Subsidiary of AK Steel to, suffer to exist any such encumbrance or restriction: (ci) Existing Indebtedness, (d) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred pursuant to this Indenture and an agreement in effect at or entered into on the first date on which was not incurred in anticipation the Initial Securities were originally issued; (ii) with respect to a Subsidiary pursuant to an agreement relating to any Debt issued by such Subsidiary on or contemplation of the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition date on which such Subsidiary became a Subsidiary (other than Debt issued 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 assets by the Company or its Subsidiaries, Subsidiary became a Subsidiary) and outstanding on such date; (eiii) restrictions or encumbrances replacing those permitted by clause pursuant to an agreement effecting a refinancing of Debt issued pursuant to an agreement referred to in subsection (b), (cb)(i) or (db)(ii) above which, taken as a whole, are not materially more restrictive, of this Section 4.9 or contained in any amendment to an agreement referred to in subsection (fb)(i) or (b)(ii) of this Indenture, (g) any restrictions and encumbrances arising in connection with Refinancing IndebtednessSection 4.9; provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are no less favorable to the Holders of Securities than encumbrances and restrictions or encumbrances contained in such agreements; (iv) consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the type described lease; (v) in the case of subsection (a)(iii) of this clause (g) that arise under such Refinancing Indebtedness are notSection 4.9, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting the sale or other disposition of property contained in security agreements securing Indebtedness if such agreement does not expressly restrict the ability Debt of a Subsidiary otherwise permitted under this Indenture, to the extent such restrictions restrict the transfer of the Company property subject to pay dividends or make loans or advances and such security agreements; or (jvi) customary restrictions in purchase money debt or leases relating to the property covered therebya Non-Recourse Subsidiary.

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not(a) Neither the Parent nor the Issuer shall, and the Issuer shall not permit any of its Subsidiaries Subsidiary to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of the Issuer or any Subsidiary of the Company to (i1) pay dividends or make any other distributions on its Capital Stock to the Parent, the Issuer or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, a Subsidiary or pay interest on or principal of any Indebtedness owed to the Company Parent, the Issuer or any of its other Subsidiariesa Subsidiary, (ii2) make any loans or advances to the Company Parent, the Issuer or any of its other Subsidiaries a Subsidiary or (iii3) transfer any of its properties property or assets to the Company Parent, the Issuer or a Subsidiary. (b) Section 4.09(a) shall not apply to: (1) any agreement or obligation of a Person acquired by the Issuer or any of its Subsidiaries as in effect at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other Subsidiariesthan the Person, or the property or assets of the Person, so acquired; provided that, in each the case except for encumbrances or restrictions existing under or by reason of (a) applicable law, (b) the Credit Agreements, (c) Existing Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred; (d2) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred pursuant to this Indenture and which was not incurred in anticipation encumbrance or contemplation of the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition of such assets by the Company or its Subsidiaries, (e) restrictions or encumbrances replacing those permitted by clause (b), (c) or (d) above which, taken as a whole, are not materially more restrictive, (f) this Indenture, (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions restriction with respect to an asset, the Issuer or a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of such asset or all or substantially all of the Capital Stock or assets of the Issuer or such SubsidiarySubsidiary pending the closing of such sale or disposition; (3) any encumbrance or restriction pursuant to applicable law, rule, regulation or order; (4) restrictions on cash, Cash Equivalents or other deposits or net worth imposed under contracts entered into in the ordinary course of business, including such restrictions imposed by customers or insurance, surety or bonding companies; (5) provisions contained in any license, permit or other accreditation with a regulatory authority relating to a Related Business and entered into in the ordinary course of business; (6) provisions in agreements or instruments which prohibit the payment or making of dividends or other distributions other than on a pro rata basis; (7) customary non-assignment provisions in contracts, licenses and other agreements (including, without limitation, leases) entered into in the ordinary course of business; (8) provisions contained in the Indenture Documents; (9) any agreement or instrument relating to other Indebtedness or Preferred Stock permitted to be Incurred subsequent to the Issue Date under Section 4.10 if the encumbrances and restrictions are (i) any agreement restricting not materially more restrictive than the sale terms of this Indenture as in effect on the Issue Date (as determined in good faith by an Officer of the Issuer) or other disposition (ii) customary for instruments of property securing Indebtedness if such agreement does type in the market at such time and will not expressly restrict materially adversely impact the ability of a Subsidiary the Issuer to make required payments of principal, interest or premium or Additional Amounts, if any, on the Notes; (10) Liens permitted to be Incurred under Section 4.13 that limit the right of the Company debtor to pay dividends or make loans or advances and dispose of the assets subject to such Liens; (j11) customary restrictions in purchase money debt obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on that property of the nature described in Section 4.09(a)(3); and (12) any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or leases relating refinancing of an agreement referred to the property covered thereby.in clauses (1) through

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries toSubsidiary so, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company to to: (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness owed to the Company or any of its other SubsidiariesCompany, (ii) make any loans or advances to the Company or any of its other Subsidiaries or (iii) transfer any of its properties property or assets to the Company or any of its other SubsidiariesCompany, in each case except for encumbrances or restrictions existing under or by reason of except: (a) applicable law, (b) the Credit Agreements, (c) Existing Indebtedness, (d1) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred encumbrance or restriction pursuant to this Indenture and which was not incurred an agreement in anticipation effect on February 9, 1995; (2) any encumbrance or contemplation of the related acquisition, provided that restriction with respect to a Subsidiary pursuant to an agreement relating to any Indebtedness issued by such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances Subsidiary on or prior to the acquisition of date on which such assets Subsidiary was acquired by the Company (other than Indebtedness issued in contemplation of, as consideration in, or its Subsidiariesto 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 Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (e3) restrictions any encumbrance or encumbrances replacing those permitted by restriction pursuant to an agreement effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in the foregoing clause (b), (c1) or (d2) above which, taken as a whole, are not materially more restrictive, or contained in any amendment to an agreement referred to in the foregoing clause (f1) this Indenture, or (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness2); provided, however, that the encumbrances and restrictions contained in any restrictions such refinancing agreement or encumbrances amendment are no less favorable to Holders of the type described Debentures than the encumbrances and restrictions contained in this such agreements; (4) 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; (5) in the case of clause (giii) that arise under above, restrictions contained in security agreements securing Indebtedness of a Subsidiary to the extent such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under restrictions restrict the agreement creating or evidencing transfer of the Indebtedness being refunded or refinanced, property subject to such security agreements; and (h6) any restrictions restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting Subsidiary pending the closing of such sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating to the property covered therebydisposition.

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, voluntarily create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company (a) to (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by to the Company or any of its other Subsidiaries, Subsidiary or pay interest on or principal of any Indebtedness owed to the Company or any of its other SubsidiariesSubsidiary, (iib) to pay any management fees or billing fees to the Company or any other Subsidiary, (c) to make any loans or advances to the Company or any of its other Subsidiaries Subsidiary or (iiid) transfer any of its properties property or assets to the Company or any of its other SubsidiariesSubsidiary, in each case except for encumbrances or restrictions existing under or by reason of except: (a) applicable law, (b) the Credit Agreements, (c) Existing Indebtedness, (di) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred encumbrance or restriction pursuant to this Indenture and which was not incurred an agreement in anticipation effect at or contemplation of entered into on the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition of such assets by the Company or its Subsidiaries, Issue Date; (e) restrictions or encumbrances replacing those permitted by clause (b), (c) or (d) above which, taken as a whole, are not materially more restrictive, (f) this Indenture, (gii) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions encumbrance or encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions restriction with respect to a Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Subsidiary on or prior to the date on which such Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the Company funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary became a 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) above or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) above or this clause (iii); provided that the encumbrances and restrictions with respect to such Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Holders than encumbrances and restrictions with respect to such Subsidiary contained in such agreements; (iv) any such encumbrance or restriction consisting of customary non-assignment provisions in leases governing leasehold interests or in licensing agreements to the extent such provisions restrict the transfer of the lease or the property leased thereunder or the licensing agreement or the rights licensed thereunder; (v) in the case of clause (d) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and (vi) any restriction with respect to a Subsidiary imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting Subsidiary pending the closing of such sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating to the property covered therebydisposition.

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall will not, and shall will not permit any of its Subsidiaries Subsidiary to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company to (ia) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by to the Company or any of its other Subsidiaries, a Subsidiary or pay interest on or principal of any Indebtedness owed to the Company or any of its other SubsidiariesCompany, (iib) make any loans or advances to the Company or any of its other Subsidiaries or (iiic) transfer any of its properties property or assets to the Company, except: (1) any encumbrance or restriction existing on the Issue Date and described on Schedule 4.05(c)(1) hereto; (2) any encumbrance or restriction contained in a Credit Agreement permitted pursuant to Section 4.03(a); (3) any encumbrance or restriction with respect to any Person existing on or prior to the date on which such Person was acquired by the Company or any Subsidiary (other than Indebtedness Incurred as consideration in, or to provide all or any portion of its other Subsidiariesthe funds or credit support utilized to consummate, in each case except for the transaction or series of related transactions pursuant to which such Person became a Subsidiary or was acquired by the Company or any Subsidiary) and outstanding on such date; (4) any encumbrance or restriction that extends, renews, refinances or replaces any encumbrances or restrictions referred to in clause (1) (2) or (3) of this Section 4.05 or this clause (4); provided, however, that the encumbrances and restrictions in such extensions, renewals, refinancings or replacements are no less favorable, taken as a whole, to the Noteholders than the encumbrances and restrictions being extended, renewed, refinanced or replaced; (5) any encumbrance or restriction imposed pursuant to an agreement entered into for the sale or disposition of assets permitted by Section 4.06; provided, however, that such encumbrance or restriction applies only to the assets that are the subject of such agreement; (6) provisions in agreements for Permitted Joint Ventures with respect to the disposition or distribution of assets or property of such Permitted Joint Venture; (7) any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (8) any encumbrance or restriction existing under or by reason of (a) applicable law, ; (b) the Credit Agreements, (c) Existing Indebtedness, (d9) any restrictions under encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages; and (10) any agreement evidencing any Acquired Liens securing Indebtedness that was otherwise permitted to be incurred pursuant to this Indenture and which was not incurred in anticipation or contemplation Incurred under Section 4.11 that limit the right of the related acquisition, provided that such restrictions and encumbrances only apply debtor to dispose of the assets that were subject to such restrictions and encumbrances prior to the acquisition of such assets by the Company or its Subsidiaries, (e) restrictions or encumbrances replacing those permitted by clause (b), (c) or (d) above which, taken as a whole, are not materially more restrictive, (f) this Indenture, (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting the sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating to the property covered therebyLiens.

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any Subsidiary of its Subsidiaries the Company to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company to (i) pay dividends or make any other distributions on its Capital Stock or pay any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness Debt owed to the Company or any of its other SubsidiariesCompany, (ii) make any loans or advances to the Company or any of its other Subsidiaries or (iii) transfer any of its properties property or assets to the Company Company, except: (1) any encumbrance or restriction in effect at or entered into on the Issue Date, including pursuant to the Credit Agreement, any agreement entered into pursuant thereto or any of its other Subsidiaries, in each case except for encumbrances or restrictions existing under or by reason of agreement; (a) applicable law, (b) the Credit Agreements, (c) Existing Indebtedness, (d2) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred pursuant to this Indenture and which was not incurred in anticipation encumbrance or contemplation of the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition of such assets by the Company or its Subsidiaries, (e) restrictions or encumbrances replacing those permitted by clause (b), (c) or (d) above which, taken as a whole, are not materially more restrictive, (f) this Indenture, (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for relating to any Debt Issued by such Subsidiary on or prior to the sale date on which such Subsidiary was acquired by the Company (other than Debt Issued as consideration in, or other disposition of to provide all or substantially all any portion of the Capital Stock funds or assets credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary, (i) any agreement restricting the sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of Subsidiary became a Subsidiary of the Company or was acquired by the Company) and outstanding on such date; (3) any encumbrance or restriction pursuant to pay dividends an agreement effecting an Issuance of Bank Debt or make loans a Refinancing of any other Debt Issued pursuant to an agreement referred to in clause (1) or advances (2) above or this clause (3) or contained in any amendment to an agreement referred to in clause (1) or (2) above or this clause (3); provided, however, that any such encumbrance or restriction with respect to any Subsidiary is no less favorable to the Securityholders than the least favorable of the encumbrances and restrictions with respect to such Subsidiary contained in the agreements referred to in clause (j1) or (2) above, as determined in good faith by the Board of Directors of the Company, the determination of which shall be evidenced by a resolution of such Board of Directors; (4) 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; (5) in the case of clause (iii) above, restrictions contained in purchase money debt security agreements securing Debt of a Subsidiary (other than security agreements securing Debt of a Subsidiary Issued in connection with any agreement referred to in clause (1), (2) or leases (3) above) and restrictions contained in agreements relating to a disposition of property of a Subsidiary, to the extent such restrictions restrict the transfer of the property covered therebysubject to such agreements; (6) any encumbrance or restriction binding on a Foreign Subsidiary contained in an agreement pursuant to which such Foreign Subsidiary has Issued Debt consisting of working capital borrowings; and (7) any encumbrance or restriction relating to a Non-Recourse Subsidiary.

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company (a) to (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by to the Company or any of its other Subsidiaries, Subsidiary or pay interest on or principal of any Indebtedness owed to the Company or any of its other SubsidiariesSubsidiary, (iib) to make any loans or advances to the Company or any of its other Subsidiaries Subsidiary or (iiic) transfer any of its properties property or assets to the Company or any of its other SubsidiariesSubsidiary, in each case except for encumbrances or restrictions existing under or by reason of except: (a) applicable law, (b) the Credit Agreements, (c) Existing Indebtedness, (di) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred encumbrance or restriction pursuant to this Indenture and which was not incurred an agreement in anticipation effect at or contemplation of entered into on the related acquisition, provided that Issue Date; (ii) any encumbrance or restriction with respect to a Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances Subsidiary on or prior to the acquisition of date on which such assets 68 77 Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or its Subsidiaries, 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 Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (eiii) restrictions any encumbrance or encumbrances replacing those permitted by restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (b), (ci) or (dii) above which, taken as a whole, are not materially more restrictive, or this clause (fiii) or contained in any amendment to an agreement referred to in clause (i) or (ii) above or this Indenture, clause (g) any restrictions and encumbrances arising in connection with Refinancing Indebtednessiii); provided, however, that the encumbrances and restrictions with respect to such Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Holders than encumbrances and restrictions with respect to such Subsidiary contained in such agreements; (iv) any such encumbrance or encumbrances restriction consisting of customary non-assignment provisions in leases governing leasehold interests or in licensing agreements to the extent such provisions restrict the transfer of the type described lease or the property leased thereunder or the licensing agreement or the rights licensed thereunder; (v) in this the case of clause (gc) that arise under above, restrictions contained in security agreements or mortgages securing Indebtedness of a Subsidiary to the extent such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under restrictions restrict the agreement creating transfer of the property subject to such security agreements or evidencing the Indebtedness being refunded or refinanced, mortgages; and (hvi) any restrictions restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting Subsidiary pending the closing of such sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating to the property covered therebydisposition.

Limitation on Restrictions on Distributions from Subsidiaries. (a) The Company shall Borrower will not, and shall will not permit any of its Subsidiaries Subsidiary to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company to to: (i1) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness or other obligations owed to the Company Borrower or any Subsidiary (it being understood that the priority of its other Subsidiaries, any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock) (ii2) make any loans or advances to the Company Borrower or any Subsidiary (it being understood that the subordination of its loans or advances made to the Borrower or any Subsidiary to other Subsidiaries Indebtedness Incurred by the Borrower or any Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (iii3) transfer any of its properties property or assets to the Company Borrower or any Subsidiary (it being understood that such transfers shall not include any type of its other Subsidiariestransfer described in clause (1) or (2) of this Section 7.09(a)). (b) The restrictions in Section 7.09(a) hereof will not prohibit: (1) any encumbrance or restriction pursuant to this Agreement, the Guaranties, the Collateral Documents, the Intercreditor Agreement, the Pre-Petition Term Loan Documents, the Pre-Petition ABL Documents or the DIP ABL Loan Documents, in each case, as in effect on the Closing Date, or any other agreement in effect on the Petition Date and listed on Schedule 7.09 hereto; (2) [reserved]; (3) [reserved]; (4) in the case except of clause (3) of Section 7.09(a), restrictions and conditions imposed by any agreement or document governing secured capital leases otherwise permitted under this Agreement or by clause (2) or (5) of the definition of “Permitted Liens”; (5) purchase money obligations or mortgage financings for property acquired in the ordinary course of business and Capitalized Lease Obligations in each case, that are otherwise permitted under this Agreement and that impose encumbrances or restrictions of the nature described in clause (3) of Section 7.09(a) solely on the property so acquired; (6) [reserved]; (7) [reserved]; (8) net worth provisions in leases and other agreements and provisions restricting cash or other deposits in agreements entered into by the Borrower or any Subsidiary in the ordinary course of business and existing under on the Petition Date; (9) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (a10) applicable law[reserved]; (11) [reserved]; and (12) encumbrances or restrictions contained in customary non-assignment provisions in leases, (b) the Credit Agreementscontracts, (c) Existing Indebtedness, (d) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred pursuant to this Indenture and which was not incurred in anticipation licenses or contemplation of the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition of such assets by the Company or its Subsidiaries, (e) restrictions or encumbrances replacing those permitted by clause (b), (c) or (d) above which, taken as a whole, are not materially more restrictive, (f) this Indenture, (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been other agreements entered into for in the sale or other disposition ordinary course of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting the sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating to the property covered therebybusiness.

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall Borrower will not, and shall will not permit any Subsidiary to enter into any Contractual Obligation that limits the ability (x) of the Borrower or any of its Subsidiaries toto create, create or otherwise cause incur, assume or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) Liens on the ability property of such Person to secure the SPV Investment Document Obligations, (y) of any Subsidiary of the Company to (i) pay make cash dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness owed to the Company or any of its other SubsidiariesBorrower, (ii) make loans or advances to Guarantee the Company or any of its other Subsidiaries Obligations or (iii) transfer any of its properties or assets property to the Company Borrower, except, in each case, such encumbrances and restrictions imposed by: (a) this Agreement or any other SPV Investment Document; (b) any Requirement of its Law; (c) any Contractual Obligation set forth on Schedule 7.10; (d) any Contractual Obligation (i) governing property existing at the time of the acquisition thereof, so long as the limitation related only to such property or (ii) of any Loan Party existing at the time such Loan Party was merged or consolidated with or into, or acquired by the Borrower or other SubsidiariesLoan Party, or otherwise became a Subsidiary of the Borrower, in each case except for encumbrances not created in contemplation of such acquisition, merger or restrictions existing under consolidation or otherwise becoming a Subsidiary of the Borrower; (e) with respect to assets other than Eligible Assets, cash and Cash Equivalents, customary non-assignment provisions entered into in the ordinary course of business or consistent with past practice or industry practice; (f) with respect to any Designated Non-Guarantor any Contractual Obligation related to any Indebtedness of such Designated Non-Guarantor or any Lien granted on the assets of such Designated Non-Guarantor permitted by reason of this Agreement; (a) applicable law, (b) the Credit Agreements, (c) Existing Indebtedness, (dg) any restrictions under Contractual Obligation related to any agreement evidencing any Acquired Indebtedness that was sale, transfer or other Asset Disposition permitted to be incurred pursuant to by this Indenture and which was not incurred in anticipation Agreement pending the consummation of such sale, transfer or contemplation of the related acquisition, other Asset Disposition; provided that such restrictions and encumbrances conditions apply only apply to assets the property (or if a Person, such Person) that were is the subject of such sale, transfer or other Asset Disposition; (h) customary provisions in joint venture agreements (or agreements governing non-wholly owned Persons) and other similar agreements applicable to joint ventures (and other non-wholly owned Persons) permitted by this Agreement and applicable solely to such joint venture (or such other non-wholly owned Person); (i) customary provisions in leases, subleases, licenses or asset sale or purchase agreements otherwise permitted by this Agreement so long as such restrictions and encumbrances prior relate solely to the acquisition assets subject thereto; (j) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary; (k) any Standard Securitization Undertakings relating to any Permitted Securitization Financing or any Contractual Obligation related to the Permitted Securitization Financing Assets for such Permitted Securitization Financing; (l) the Owl Rock Credit Facility and any loan documentation in connection therewith; (m) any amendment, modification, restatement, renewal, increase, extension, supplement, refunding, replacement or refinancing of any restriction, provision or Contractual Obligation otherwise permitted under this subsection 7.10; provided that any such amendment, modification, restatement, renewal, increase, extension, supplement, refunding, replacement or refinancing only applies to the assets by the Company or its Subsidiariespreviously subject thereto and is no more restrictive, (e) restrictions or encumbrances replacing those permitted by clause (b), (c) or (d) above which, when taken as a whole, are not materially more restrictive, (f) this Indenture, (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions with respect to a Subsidiary of the Company imposed pursuant such limitations than those contained in such Contractual Obligations as in effect immediately prior to an agreement that has been entered into for the sale such amendment, modification, restatement, renewal, increase, extension, supplement, refunding, replacement or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, refinancing; and (in) any agreement restricting other Contractual Obligation approved by the sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and Lender in writing (j) customary restrictions in purchase money debt or leases relating to the property covered therebywhich may be by email).

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability right of any Subsidiary of the Company to to: (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any in respect of its other SubsidiariesEquity Interests, or pay interest on any Debt or principal of any Indebtedness owed other obligation owed, to the Company or any of its other Subsidiaries, Subsidiary; (iib) make any loans or advances to the Company or any of its other Subsidiaries or Subsidiary; or (iiic) transfer any of its properties Property to the Company or assets any other Subsidiary. The foregoing limitations will not apply: (i) with respect to clauses (a) through (c), to restrictions (1) in effect on the Issue Date; (2) relating to Debt of a Subsidiary and existing at the time it became a Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company; (3) that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (i)(1) or (i)(2) above or in clause (ii)(1) or (2) below; provided that (x) such restriction is no less favorable to the Holders in any material respect, as reasonably determined by the Board of Directors or senior management of the Company, than those under the agreement evidencing the Debt so Refinanced or (y) the restriction is not materially more restrictive, taken as a whole, than customary provisions in comparable financings, as reasonably determined by the Board of Directors or senior management of the Company; (4) resulting from the Incurrence of any Debt permitted pursuant to Section 4.03; provided that (i) (x) the restriction is not materially more restrictive, taken as a whole, as reasonably determined by the Board of Directors or senior management of the Company, than the restrictions of the same type contained in this Indenture, (y) the restriction is not materially more restrictive, taken as a whole, as reasonably determined by the Board of Directors or senior management of the Company, than the restrictions of the same type contained in the ABL Credit Agreement or (z) the restriction is not materially more restrictive, taken as a whole, than customary provisions in comparable financings, as reasonably determined by the Board of Directors or senior management of the Company, and (ii) the Board of Directors or senior management of the Company determines, at the time of such financing, that such financing will not impair the Company’s ability to make payments as required under the Securities when due; (5) existing by reason of applicable law, rule, regulation or order; (6) any contractual requirements incurred with respect to Qualified Receivables Transactions relating exclusively to a Receivables Entity that, in the good faith determination of the principal financial officer of the Company, are customary for Qualified Receivables Transactions or in a factoring or similar transaction; or (7) customary restrictions contained in joint venture and other similar agreements; and (ii) with respect to clause (c) only (and clause (a) with respect to clause (ii)(6) below), to restrictions: (1) relating to Debt that is permitted to be Incurred and secured pursuant to Sections 4.03 and Section 4.05 that limit the right of the debtor to dispose of the Property securing such Debt; (2) encumbering Property at the time such Property was acquired by the Company or any 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; (3) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder; (4) customary restrictions contained in agreements relating to the sale or other disposition of Property limiting the transfer of such Property pending the closing of such sale or following such sale if still in the possession of the Company or any of its Subsidiaries; (5) resulting from purchase money obligations for Property acquired or Capital Lease Obligations that impose restrictions on the Property so acquired; (6) resulting from restrictions on cash or other Subsidiaries, deposits or net worth imposed by customers under contracts entered into in each case except for encumbrances the ordinary course of business or restrictions existing under consistent with past practice or by reason of industry practice; or (a7) applicable law, (b) the Credit Agreements, (c) Existing Indebtedness, (d) any restrictions under any agreement evidencing any Acquired Indebtedness that was resulting from Liens permitted to be incurred pursuant to this Indenture and which was not incurred in anticipation or contemplation of the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition of such assets by the Company or its Subsidiaries, (e) restrictions or encumbrances replacing those permitted by clause (b), (c) or (d) above which, taken as a whole, are not materially more restrictive, (f) this Indenture, (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting the sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating to the property covered therebySection 4.05.

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company to to: (i1) pay dividends or make any other distributions on its Capital Stock or pay any Debt or other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness obligation owed to the Company or any of its other Subsidiaries, Subsidiary; (ii2) make any loans or advances to the Company or any of its other Subsidiaries or Subsidiary; or (iii3) transfer any of its properties property or assets to the Company or any of its other Subsidiaries, in each case except for encumbrances or restrictions existing under or by reason of Subsidiary; except: (a) applicable law, (b) the Credit Agreements, (c) Existing Indebtedness, (dA) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred encumbrance or restriction pursuant to this Indenture and which was not incurred in anticipation or contemplation pursuant to the issuance of the related acquisitionNotes or any of the Credit Agreement Loan Documents (as in effect on the Issue Date); (B) solely with respect to a Subsidiary acquired by the Company after the Issue Date, provided that any encumbrance or restriction with respect to a Subsidiary pursuant to an agreement relating to any Debt Incurred by such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances Subsidiary on or prior to the acquisition of date on which such assets Subsidiary was acquired by the Company (other than Debt Incurred as consideration in, or its Subsidiariesto 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 Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (eC) restrictions any encumbrance or encumbrances replacing those permitted by restriction pursuant to an agreement effecting a Refinancing of Debt Incurred pursuant to an agreement referred to in clause (b), (cA) or (dB) above which, taken as a whole, are not materially more restrictive, or contained in any amendment to an agreement referred to in clause (fA) this Indenture, or (gB) any restrictions and encumbrances arising in connection with Refinancing Indebtednessabove; provided, however, that the encumbrances and restrictions contained in any such Refinancing agreement or amendment are no less favorable to the Holders than encumbrances and restrictions with respect to such Subsidiary contained in such agreements, (D) any such encumbrance or encumbrances restriction consisting of customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the type described lease or other customary non-assignment provisions in this contracts (other than contracts that constitute Debt) entered into the ordinary course of business to the extent such provisions restrict the transfer of the assets subject to such contracts; (E) in the case of clause (g3) that arise under above, restrictions contained in security agreements or mortgages securing Debt of a Subsidiary to the extent such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under restrictions restrict the agreement creating transfer of the property subject to such security agreements or evidencing the Indebtedness being refunded mortgages; (F) encumbrances or refinanced, restrictions imposed by operation of applicable law; and (hG) any restrictions restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting Subsidiary pending the closing of such sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating to the property covered therebydisposition.

Limitation on Restrictions on Distributions from Subsidiaries. The Company Borrower shall not, and shall not permit any of its Subsidiaries Subsidiary to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company to (ia) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Borrower or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, a Subsidiary or pay interest on or principal of any Indebtedness owed to the Company or any of its other SubsidiariesBorrower, (iib) make any loans or advances to the Company or any of its other Subsidiaries Borrower or (iiic) transfer any of its properties property or assets to the Company or any of its other SubsidiariesBorrower, in each case except for encumbrances or restrictions existing under or by reason of except: (i) with respect to clauses (a) applicable law), (b) the Credit Agreements, and (c) Existing Indebtedness, ), (dA) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred encumbrance or restriction pursuant to this Indenture and which was not incurred an agreement in anticipation effect at or contemplation of entered into on the related acquisition, provided that Closing Date; (B) any encumbrance or restriction with respect to a Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances Subsidiary on or prior to the acquisition of date on which such assets Subsidiary was acquired by the Company Borrower (other than Indebtedness Incurred as consideration in, or its Subsidiariesto 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 Subsidiary became a Subsidiary or was acquired by the Borrower) and outstanding on such date; (eC) restrictions any encumbrance or encumbrances replacing those permitted by clause restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clauses (b), (cA) or (dB) above which, taken as a whole, are not materially more restrictive, or this clause (fC) or contained in any amendment to an agreement referred to in clauses (A) or (B) above or this Indenture, clause (g) any restrictions and encumbrances arising in connection with Refinancing IndebtednessC); provided, however, that the encumbrances and restrictions with respect to such Subsidiary contained in any restrictions such refinancing agreement or encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness amendment are not, taken as a whole, materially no more restrictive than those under the agreement creating or evidencing restrictions in effect in respect of the Indebtedness being refunded or refinanced, Refinanced; (hD) any restrictions encumbrance or restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock Equity Interests or assets of such Subsidiary, Subsidiary pending the closing of such sale or disposition (ito the extent such sale or disposition is permitted hereunder); and (E) any agreement restricting encumbrance or restriction imposed pursuant to applicable law, rule, regulation or order; and (ii) with respect to clause (c) only, (A) any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the sale extent such provisions restrict the transfer of the lease or other disposition of the property leased thereunder; and (B) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary to the extent such encumbrance or restriction restricts the transfer of the Company property subject to pay dividends such security agreements or make loans or advances and (j) customary restrictions in purchase money debt or leases relating to the property covered therebymortgages.

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any such Subsidiary of the Company to (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness or other obligations owed to the Company or any Subsidiary (it being understood that the priority of its other Subsidiaries, any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); (ii) make any loans or advances to the Company or any Subsidiary (it being understood that the subordination of its loans or advances made to the Company or any Subsidiary to other Subsidiaries Indebtedness Incurred by the Company or any Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (iii) transfer any of its properties property or assets to the Company or any Subsidiary (it being understood that such transfers shall not include any type of its other Subsidiaries, transfer described in each case except for encumbrances clause (i) or restrictions existing under or by reason of (ii) above); except: (a) applicable lawany encumbrance or restriction pursuant to an agreement in effect at or entered into on the Closing Date and identified on Schedule 6.3(a), including, without limitation, this Agreement and the Security Documents; (b) the Credit Agreements, (c) Existing Indebtedness, (d) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted encumbrance or restriction with respect to be incurred a Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) above or this Indenture and which was not incurred in anticipation or contemplation of the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition of such assets by the Company or its Subsidiaries, (e) restrictions or encumbrances replacing those permitted by clause (b)) or contained in any amendment, restatement, modification, renewal, supplement, refunding, replacement or refinancing of an agreement referred to in clause (a) above or this clause (c) or (d) above which); provided, however, that the encumbrances and restrictions with respect to such Subsidiary contained in any such agreement are no less favorable in any material respect, taken as a whole, are not materially more restrictiveto the Lenders than the encumbrances and restrictions contained in such agreements referred to in clause (a) above on the Closing Date or the date such Subsidiary became a Subsidiary or was merged into a Subsidiary, whichever is applicable; (fc) this Indenture, in the case of clause (giii) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances of the type described lead-in paragraph of this clause (g) that arise under such Refinancing Indebtedness are notSection 6.3, taken as a whole, materially more restrictive than those under the agreement creating any encumbrance or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting the sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating to the property covered thereby.restriction:

Limitation on Restrictions on Distributions from Subsidiaries. The Following the Closing, the Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company to (i) pay dividends or make any other distributions on or in respect of its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness owed to the Company or any of its other SubsidiariesSubsidiary, (ii) make any loans or advances to the Company or any of its other Subsidiaries or (iii) transfer any of its properties property or assets to the Company or any of its other SubsidiariesSubsidiary, in each case except for encumbrances except: (1) any encumbrance or restrictions existing under or by reason of (a) applicable law, (b) restriction pursuant to the Credit AgreementsAgreement, (c) Existing Indebtedness, (d) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred pursuant to this Indenture and which was not incurred any agreement in anticipation effect at or contemplation entered into at the time of the related acquisition, provided that Closing; (2) any encumbrance or restriction with respect to a Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances Subsidiary on or prior to the acquisition of date on which such assets by Subsidiary became a Subsidiary of, or was acquired by, the Company (other than Indebtedness Incurred as consideration in, or its Subsidiariesto 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 Subsidiary became a Subsidiary of, or was acquired by, the Company) and outstanding on such date; (e3) restrictions any encumbrance or encumbrances replacing those permitted by restriction pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (b), (c1) or (d2) above which, taken as a whole, are not materially more restrictive, of this Section 4.05 or contained in any amendment to an agreement referred to in clause (f1) or (2) of this Indenture, (g) any restrictions and encumbrances arising in connection with Refinancing IndebtednessSection 4.05; provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions contained in such agreements; (4) in the case of clause (iii), any encumbrance or encumbrances restriction (A) consisting of customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the type described lease or the property leased thereunder, (B) contained in security agreements or mortgages securing Indebtedness of a Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages, (C) arising 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 Subsidiary not otherwise prohibited by this clause Indenture or (gD) arising or agreed to in the ordinary course of business and that arise under such Refinancing Indebtedness are does not, taken as a wholeindividually or in the aggregate, materially more restrictive than those under detract from the agreement creating value of property or evidencing assets of the Indebtedness being refunded Company or refinanced, any Subsidiary in any manner material to the Company or such Subsidiary; and (h5) any restrictions restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting Subsidiary pending the closing of such sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating to the property covered therebydisposition.

Limitation on Restrictions on Distributions from Subsidiaries. (a) The Company shall not, and shall not permit any Subsidiary of its Subsidiaries the Company that is not a Subsidiary Guarantor to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company that is not a Subsidiary Guarantor to (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by to the Company or any of its other Subsidiaries, or pay interest on or principal (it being understood that the priority of any Indebtedness Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock), (ii) pay any Debt owed to the Company or any of its other Subsidiaries, (ii) make loans or advances to the Company or any of its other Subsidiaries a Subsidiary Guarantor or (iii) transfer any of its properties property or assets to the Company or any of its other Subsidiaries, in each case except for encumbrances or restrictions existing under or by reason of (a) applicable law, Company. (b) Section 4.08(a) hereof will not prohibit the following: (1) any encumbrance or restriction in effect at or entered into on the Issue Date, including pursuant to the Credit Agreements, the Indenture Documents, any agreement entered into pursuant thereto, any Hedging Obligation or any other agreement; (c) Existing Indebtedness, (d2) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred pursuant to this Indenture and which was not incurred in anticipation encumbrance or contemplation of the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition of such assets by the Company or its Subsidiaries, (e) restrictions or encumbrances replacing those permitted by clause (b), (c) or (d) above which, taken as a whole, are not materially more restrictive, (f) this Indenture, (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement relating to any Debt Issued by such Subsidiary or pursuant to an agreement or instrument governing the Capital Stock of such Subsidiary on or prior to the date on which such Subsidiary was acquired by the Company (other than Debt Issued as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary of the Company or was acquired by the Company) and outstanding on such date; (3) any encumbrance or restriction pursuant to an agreement effecting an Issuance of Debt that does not materially and adversely affect the Company’s ability to make payments due with respect to the Notes, as determined in good faith by an Officer of the Company, the determination of which shall be evidenced by an Officer’s Certificate; (4) any such encumbrance or restriction consisting of customary nonassignment provisions in leases, contracts and licenses; (5) encumbrances or restrictions contained in (i) agreements governing Liens permitted to be incurred under the provisions of Section 4.12 hereof, and (ii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements, which limitation is in each case applicable only to the assets or interests that are the subject of such agreements but which may include customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, ; (i6) any encumbrance or restriction binding on a Foreign Subsidiary contained in an agreement restricting pursuant to which such Foreign Subsidiary has Issued Debt permitted under Section 4.09 hereof; (7) any encumbrance or restriction relating to a Non-Recourse Subsidiary; (8) purchase money obligations for property acquired in the sale ordinary course of business and Capital Lease Obligations that impose restrictions of the nature discussed in Section 4.08(a)(iii) hereof on the property so acquired; (9) restrictions on cash or other disposition deposits or net worth imposed by customers under contracts entered into in the ordinary course of property securing Indebtedness if business; (10) restrictions created in connection with any Receivables Facility; provided that in the case of Receivables Facilities established after the Issue Date, such restrictions are necessary or advisable, in the good faith determination of the Company, to effect such Receivables Facility; (11) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to which the Company or any of its Subsidiaries (other than a Non-Recourse Subsidiary) is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not expressly restrict extend to any other asset or property of the ability Company or such Subsidiary or the assets or property of a any other Subsidiary of the Company (other than a Non-Recourse Subsidiary); (12) any instrument governing any Debt or Capital Stock of a Person that is a Non-Recourse Subsidiary as in effect on the date that such Person becomes a Subsidiary that is not a Non-Recourse Subsidiary, which encumbrance or restriction is not applicable to pay dividends any Person, or make loans the properties or advances assets of any Person, other than the Person who became a Subsidiary that is not a Non-Recourse Subsidiary, or the property or assets of the Person who became a Subsidiary that is not a Non-Recourse Subsidiary; provided that, in the case of Debt, the incurrence of such Debt as a result of such Person becoming a Subsidiary that is not a Non-Recourse Subsidiary was permitted by the terms of this Indenture; and (13) any encumbrances or restrictions of the type referred to in Sections 4.08(a)(i), (ii) and (jiii) customary hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, not materially more restrictive, taken as a whole, with respect to such encumbrance and other restrictions than those contained in purchase money debt such contracts, instruments or leases relating obligations as in effect prior to the property covered therebysuch amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability right of any Subsidiary of the Company to its Subsidiaries to: (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or any other interest or participation in, or measured owned by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on any Debt or principal of any Indebtedness owed other obligation owed, to the Company or any other Subsidiary of its other Subsidiaries, the Company, (iib) make any loans or advances to the Company or any other Subsidiary of its other Subsidiaries or the Company, or (iiic) transfer any of its properties Property to the Company or assets any other Subsidiary of the Company. The foregoing limitations will not apply: (i) with respect to clauses (a), (b) and (c), to restrictions: (A) in effect on the Issue Date (including, without limitation, restrictions pursuant to the Note, this Agreement, the Convertible Note and the indenture relating thereto), (B) relating to Debt of any Subsidiary of the Company and existing at the time it became a Subsidiary of the Company if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Subsidiary became a Subsidiary of the Company or was acquired by the Company, (C) that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (i)(A) or (B) above or in clause (ii)(A) or (B) below, provided such restrictions are not less favorable to the holders of Note than those under the agreements evidencing the Debt so Refinanced, (D) that result from any Special Purpose Financing Transaction permitted under Section 8.14(b)(iv), 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 Note or the applicable Guaranty pursuant to Section 8.08 and Section 8.10 that limit the right of the debtor to dispose of the Property securing such Debt, (B) encumbering Property at the time such Property was acquired by the Company or any of its other Subsidiaries, in each case except for encumbrances or restrictions existing under or by reason of (a) applicable law, (b) the Credit Agreements, (c) Existing Indebtedness, (d) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred pursuant to this Indenture and which was not incurred in anticipation or contemplation of the related acquisition, provided that so long as such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior relate solely to the acquisition of such assets by the Company or its Subsidiaries, (e) restrictions or encumbrances replacing those permitted by clause (b), (c) or (d) above which, taken as a whole, are Property so acquired and were not materially more restrictive, (f) this Indenture, (g) any restrictions and encumbrances arising created in connection with Refinancing Indebtedness; providedor in anticipation of such acquisition, (C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder, (D) customary restrictions contained in asset sale agreements limiting the transfer of such Property pending the closing of such sale, however, that any restrictions or encumbrances of the type described in this clause or (gE) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions with respect to a any PRC Subsidiary of the Company and imposed pursuant to an agreement that has been entered into for the sale or other disposition Incurrence of all or substantially all Debt permitted under clause (j) of the Capital Stock definition of “Permitted Debt” if, as determined by the Board of Directors, the encumbrances or assets of such Subsidiary, restrictions are (i) any agreement restricting customary for such types of agreements and (ii) would not, at the sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict time agreed to, be expected to materially and adversely affect the ability of a Subsidiary of the Company to pay dividends make any required payment on the Note and any extension, refinancings, renewals or make loans or advances replacements of any of the foregoing agreements; provided that the encumbrances and (j) customary restrictions in purchase money debt any such extension, refinancings, renewal or leases relating replacement, taken as a whole, are no more restrictive in any material respect to the property covered therebyHolders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced.

Limitation on Restrictions on Distributions from Subsidiaries. (a) The Company shall not, and shall not permit any of its Subsidiaries the Restricted Subsidiary to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company to Restricted Subsidiary to: (i) pay dividends or make any other distributions on its Capital Stock to the Company or any Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness owed to the Company or any of its other Subsidiaries, Restricted Subsidiary; (ii) make loans or advances to the Company or any of its other Subsidiaries or Restricted Subsidiary; or (iii) sell, lease or transfer any of its properties or assets to the Company or any Restricted Subsidiary; provided that (x) the priority of its any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock, (y) the subordination of (including the application of any standstill period to) loans or advances made to the Company or any Restricted Subsidiary to other SubsidiariesIndebtedness incurred by the Company or any Restricted Subsidiary and (z) the provisions contained in documentation governing or relating to Indebtedness requiring transactions between or among the Company and any Restricted Subsidiary or between or among any Restricted Subsidiaries to be on fair and reasonable terms or on an arm’s-length basis, in each case except for case, shall not be deemed to constitute such an encumbrance or restriction. (b) The provisions of Section 4.06(a) above shall not apply to encumbrances or restrictions existing under or by reason of: (i) agreements or instruments governing or relating to Indebtedness as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements, whether or not such Indebtedness is incurred concurrently with or subsequent to the issuance of the Securities; (aii) this Indenture, the Securities, the Securities Guarantees and the Securities Documents; (iii) customary provisions contained in agreements or instruments governing other Indebtedness permitted to be incurred under Section 4.03 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; (iv) applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit; (b) the Credit Agreements, (c) Existing Indebtedness, (dv) any restrictions under any agreement evidencing any Acquired or instrument governing or relating to Indebtedness that was permitted to be incurred pursuant to this Indenture and which was not incurred in anticipation or contemplation Capital Stock of the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition of such assets a Person acquired by the Company or its Subsidiariesany of the Restricted Subsidiaries as in effect at the time of such acquisition (other than any agreement or instrument entered into in connection with or in contemplation of such acquisition), (e) restrictions which encumbrance or encumbrances replacing those restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by clause the terms of this Indenture to be incurred; (b)vi) customary non-assignment and similar provisions in contracts, leases and licenses entered into in the ordinary course of business; (cvii) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions on the property purchased or leased of the nature set forth in Section 4.06(a)(iii) or any encumbrance or restriction pursuant to a joint venture agreement or similar arrangement that imposes restrictions on the transfer of the assets of the joint venture or similar arrangement; (dviii) above whichany agreement for the sale or other Disposition of the Capital Stock or all or substantially all of the property and assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other Disposition; (ix) Permitted Refinancing Debt; provided that either (i) the restrictions contained in the agreements or instruments governing such Permitted Refinancing Debt are not materially more restrictive, taken as a whole, are than those contained in the agreements or instruments governing the Indebtedness being refinanced or (ii) the Company determines at the time of the incurrence of such Indebtedness that such encumbrances or restrictions will not materially more restrictiveadversely affect, in any material respect, the Company’s ability to make principal or interest payments on the Securities; (fx) this IndentureLiens permitted to be incurred under Section 4.02 that limit the right of the debtor to Dispose of the assets subject to such Liens; (xi) provisions limiting the Disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (g) any restrictions and encumbrances arising including agreements entered into in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances a Restricted Investment) entered into with the approval of the type described Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (xii) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (xiii) any customary leases for Rigs and other assets used in the ordinary course of business; provided that such encumbrance or restriction only extends to the Rig or other such asset financed; (xiv) customary encumbrances or restrictions contained in agreements in connection with Hedging Obligations permitted under this Indenture; and (xv) any encumbrance or restriction existing under any agreement that extends, renews, refinances, replaces, amends, modifies, restates or supplements the agreements containing the encumbrances or restrictions in the foregoing clauses (i) through (xiv), or in this clause (g) xv); provided that arise under the terms and conditions of any such Refinancing Indebtedness encumbrances or restrictions are not, taken as a whole, materially no more restrictive in any material respect than those under or pursuant to the agreement creating or evidencing the Indebtedness being refunded or so extended, renewed, refinanced, (h) any restrictions with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale replaced, amended, modified, restated or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting the sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating to the property covered therebysupplemented.

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability 0 of any Subsidiary of the Company to to: (i1) pay dividends or make any other distributions on its Capital Stock or pay any Debt or other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness obligation owed to the Company or any of its other Subsidiaries, Subsidiary; (ii2) make any loans or advances to the Company or any of its other Subsidiaries or Subsidiary; or (iii3) transfer any of its properties property or assets to the Company or any of its other Subsidiaries, in each case except for encumbrances Subsidiary; except: (A) any encumbrance or restrictions existing under or by reason of (a) applicable law, (b) restriction pursuant to the Credit AgreementsAgreement, (c) Existing Indebtedness, (d) this Indenture or any restrictions under any other agreement evidencing any Acquired Indebtedness that was permitted to be incurred in effect on the Issue Date or pursuant to this Indenture and which was not incurred in anticipation or contemplation the issuance of the related acquisitionNotes; (B) solely with respect to a Subsidiary acquired by the Company after the Issue Date, provided that any encumbrance or restriction with respect to a Subsidiary pursuant to an agreement relating to any Debt Incurred by such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances Subsidiary on or prior to the acquisition of date on which such assets Subsidiary was acquired by the Company (other than Debt Incurred as consideration in, or its Subsidiariesto 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 Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (eC) restrictions any encumbrance or encumbrances replacing those permitted by restriction pursuant to an agreement effecting a Refinancing of Debt Incurred pursuant to an agreement referred to in clause (b), (cA) or (dB) above which, taken as a whole, are not materially more restrictive, or contained in any amendment to an agreement referred to in clause (fA) this Indenture, or (gB) any restrictions and encumbrances arising in connection with Refinancing Indebtednessabove; provided, however, that the encumbrances and restrictions contained in any such Refinancing agreement or amendment are no less favorable to the Holders than encumbrances and restrictions with respect to such Subsidiary contained in such agreements, (D) any such encumbrance or encumbrances restriction consisting of customary non-assignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the type described lease or other customary non-assignment provisions in this contracts (other than contracts that constitute Debt) entered into the ordinary course of business to the extent such provisions restrict the transfer of the assets subject to such contracts; (E) in the case of clause (g3) that arise under above, restrictions contained in security agreements or mortgages securing Debt of a Subsidiary to the extent such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under restrictions restrict the agreement creating transfer of the property subject to such security agreements or evidencing the Indebtedness being refunded mortgages; (F) encumbrances or refinanced, restrictions imposed by operation of applicable law; and (hG) any restrictions restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting Subsidiary pending the closing of such sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating to the property covered therebydisposition.

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall Borrower will not, and shall will not permit any of its Subsidiaries Subsidiary to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company to to: (ia) pay dividends or make any other distributions on its Capital Stock or pay any Debt or other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness obligations owed to the Company Borrower or any Subsidiary (the priority of its any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and any subordination of any such Debt or other Subsidiaries, obligations being deemed not to constitute such encumbrances or restrictions); (iib) make any loans or advances to the Company Borrower or any Subsidiary (the subordination of its loans or advances made to the Borrower or any Subsidiary to other Subsidiaries Debt Incurred by the Borrower or any Subsidiary being deemed not to constitute such an encumbrance or restriction); or (iiic) transfer any of its properties property or assets to the Company Borrower or any of its other Subsidiaries, in each case except for encumbrances or restrictions existing under or by reason of Subsidiary. The preceding provisions will not prohibit: (a) applicable law, (b) the Credit Agreements, (c) Existing Indebtedness, (di) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred encumbrance or restriction pursuant to an agreement in effect at or entered into on the date of this Indenture and which was not incurred in anticipation or contemplation of Agreement, including, without limitation, the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition of such assets by the Company or its Subsidiaries, First Lien Credit Agreement; (e) restrictions or encumbrances replacing those permitted by clause (b), (c) or (d) above which, taken as a whole, are not materially more restrictive, (f) this Indenture, (gii) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions encumbrance or encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions restriction with respect to a Subsidiary pursuant to an agreement relating to any Capital Stock or Debt Incurred by a Subsidiary on or before the date on which the Subsidiary was acquired by the Borrower (other than Capital Stock or Debt Incurred as consideration in, or to provide all or any portion of the Company funds utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Borrower or in contemplation of the transaction or transactions) and outstanding on such date; provided that any such encumbrance or restriction shall not extend to any assets or property of the Borrower or any other Subsidiary other than the assets and property so acquired; (iii) any encumbrance or restriction with respect to a Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing of Debt Incurred pursuant to an agreement referred to in clause (i) or (ii) of this paragraph or this clause (iii) or contained in any amendment to an agreement referred to in clause (i) or (ii) of this paragraph or this clause (iii), including successive refundings, replacements or refinancings; provided that the encumbrances and restrictions with respect to such Subsidiary contained in any such agreement are no less favorable in any material respect to the Lenders than the encumbrances and restrictions contained in such agreements referred to in clauses (i) or (ii) of this paragraph on the date of this Agreement or the date such Subsidiary became a Subsidiary, whichever is applicable; (iv) in the case of clause (c) of the first paragraph of this Section 9.05, any encumbrance or restriction: (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract; (B) contained in mortgages, pledges or other security agreements permitted under this Agreement securing Debt of the Borrower or a Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; or (C) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Borrower or any Subsidiary; (A) purchase money obligations for property acquired in the ordinary course of business and (B) Capital Lease Obligations permitted under this Agreement, in each case, that impose encumbrances or restrictions of the nature described in clause (c) of the first paragraph of this Section 9.05 on the property so acquired; (vi) any restriction with respect to a Subsidiary (or any of its property or assets) imposed pursuant to an agreement that has been entered into for the direct or indirect sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, Subsidiary (ior the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (vii) customary encumbrances or restrictions imposed pursuant to any agreement restricting referred to in the sale definition of “Permitted Business Investment”; (viii) net worth provisions in leases and other agreements entered into by the Borrower or other disposition any Subsidiary in the ordinary course of property securing Indebtedness if such agreement does not expressly restrict the ability business; and (ix) encumbrances or restrictions arising or existing by reason of a Subsidiary of the Company to pay dividends applicable law or make loans any applicable rule, regulation or advances and (j) customary restrictions in purchase money debt or leases relating to the property covered therebyorder.

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries Restricted Subsidiary to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary of the Company to (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness owed to the Company or any of its other SubsidiariesRestricted Subsidiary, (ii) make any loans or advances to the Company or any of its other Subsidiaries Restricted Subsidiary, or (iii) transfer any of its properties property or assets to the Company or any of its other SubsidiariesRestricted Subsidiary, in each case except for encumbrances or restrictions existing under or by reason of except: (a) applicable law, any encumbrance or restriction in effect at the Issue Date pursuant to an agreement disclosed herein; (b) the Credit Agreements, (c) Existing Indebtedness, (d) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted encumbrance or restriction with respect to be incurred a Restricted Subsidiary pursuant to this Indenture and which was not incurred in anticipation or contemplation of the related acquisition, provided that an agreement relating to any Indebtedness Incurred by such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances Restricted Subsidiary prior to the acquisition of date on which such assets Restricted Subsidiary was acquired by the Company or its Subsidiariesanother Restricted Subsidiary (other than Indebtedness Incurred as consideration in, (eor to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company or another Restricted Subsidiary) restrictions or encumbrances replacing those permitted by clause (b), and outstanding on such date; (c) any encumbrance or (d) above which, taken as a whole, are not materially more restrictive, (f) this Indenture, (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions with respect to a Subsidiary of the Company imposed restriction pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (a) or (b) of this provision or contained in any amendment to an agreement referred to in clause (a) or (b) of this provision; provided however, that has been entered into for the sale encumbrances and restrictions contained in any such refinancing agreement or other disposition amendment are no less favorable to the Noteholders than encumbrances and restrictions contained in such agreements; (d) in the case of all any encumbrance or substantially all restriction referred to in clause (iii), any such encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of the Capital Stock any property or asset that is a lease, license, conveyance or contract or similar property or asset, (2) arising by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of such Subsidiarythe Company or any Restricted Subsidiary not otherwise prohibited hereby, or (i3) any encumbrance or restriction pursuant to an agreement restricting the sale relating to an acquisition of property, so long as such encumbrance or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating restriction relates solely to the property covered therebyso acquired; (e) any encumbrance or restriction imposed by any Gaming Authority; and (f) any encumbrance or restriction imposed by Legal Requirements.

Limitation on Restrictions on Distributions from Subsidiaries. The Company Newco and the Borrower shall not, and shall not permit any of its their respective Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company Newco to (ii)(a) pay dividends or make any other distributions to Newco or any of its Subsidiaries on its Capital Stock or any other interest or participation inEquity Interests, or measured by, its profits, owned by the Company (b) pay any Indebtedness owed to Newco or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness owed to the Company or any of its other Subsidiaries, (ii) make loans or advances to the Company Newco or any of its other Subsidiaries or (iii) transfer any of its properties or assets to the Company Newco or any of its other Subsidiaries, in each case except for such encumbrances or restrictions existing under or by reason of (a) the Credit Facilities as in effect on June 27, 1997 and as amended, extended, supplemented, modified, refinanced, replaced or substituted from time to time or Indebtedness incurred subsequent to the date hereof, as the case may be; provided that such amendments, extensions, modifications, supplements, refinancings, replacements, refundings or substitutions and Indebtedness incurred subsequent to the date hereof in accordance with this Agreement are no more restrictive in any respect material to the Lenders than the restrictions contained in the applicable lawCredit Facility as in effect on June 27, 1997; (b) the Credit Agreements, Loan Documents; (c) Existing Indebtedness, applicable law; (d) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred pursuant to this Indenture and which was not incurred in anticipation or contemplation of the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior nature described in clause (iii) above by reason of customary non-assignment provisions in leases entered into in the ordinary course of business material to the acquisition of such assets by the Company or its Subsidiaries, Lenders; (e) purchase money obligations for property acquired in the ordinary course of business that impose restrictions or encumbrances replacing those permitted by of the nature described in clause (b), (c) or (diii) above which, taken as a whole, are not materially more restrictive, on the property so acquired; (f) this IndentureIndebtedness existing on the date hereof, and any extensions, refinancing, renewals or replacements of any of such Indebtedness; provided that the encumbrances and restrictions in any such extensions, refinancing, renewals or replacements are no more restrictive in any respect material to the Lenders than those encumbrances or restrictions that are in effect on the date hereof; (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions agreements existing with respect to a Subsidiary of any Person or the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock property or assets of such SubsidiaryPerson acquired by Newco or any of its Subsidiaries and existing at the time of such acquisition and not created in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or property or assets acquired, and any extensions, refinancing, renewals or replacements of any of the foregoing; provided that the encumbrances and restrictions in any such extensions, refinancing, renewals or replacements are no more restrictive in any respect material to the Lenders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (h) encumbrances on any Receivables Subsidiary or any Single Purpose Entity; and (i) any encumbrance or restriction on the transfer of any property or asset in an agreement restricting the sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating to the acquisition or creation or disposition of such property covered therebyor asset or any Lien on such property or asset that is otherwise permitted by the terms of this Agreement.

Limitation on Restrictions on Distributions from Subsidiaries. The Company Borrower shall not, and shall not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company Borrower to (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company Borrower or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness owed to the Company Borrower or any of its other Subsidiaries, (ii) make loans or advances to the Company Borrower or any of its other Subsidiaries or (iii) transfer any of its properties or assets to the Company Borrower or any of its other Subsidiaries, in each case except for encumbrances or restrictions existing under or by reason of (a) applicable law, (b) the Credit Agreements, (c) Existing Indebtedness, (dc) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred pursuant to this Indenture Agreement and which was not incurred in anticipation or contemplation of the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition of such assets by the Company Borrower or its Subsidiaries, (ed) restrictions or encumbrances replacing those permitted by clause (b), (c) or (dc) above which, taken as a whole, are not materially more restrictive, (fe) this IndentureAgreement, (gf) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances of the type described in this clause (gf) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (hg) any restrictions with respect to a Subsidiary of the Company Borrower imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (ih) any agreement restricting the sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company Borrower to pay dividends or make loans or advances and (ji) customary restrictions in purchase money debt or leases relating to the property covered thereby.

Limitation on Restrictions on Distributions from Subsidiaries. (a) The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company to to: (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness owed to the Company or a Subsidiary or pay any of its other Subsidiaries, Debt owed to the Company, (ii) make any loans or advances to the Company or any of its other Subsidiaries or or (iii) transfer any of its properties property or assets to the Company Company, except: (1) any encumbrance or restriction pursuant to the Credit Facility or any agreement in effect or entered into on the Issue Date or pursuant to the issuance of its other Subsidiaries, in each case except for encumbrances or restrictions existing under or by reason of the Notes; (a) applicable law, (b) the Credit Agreements, (c) Existing Indebtedness, (d2) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted encumbrance or restriction with respect to be incurred a Subsidiary of Xxxx pursuant to this Indenture and which was not incurred in anticipation an agreement relating to any Debt Incurred by such Subsidiary on or contemplation of the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition of date on which such assets Subsidiary was acquired by the Company (other than Debt Incurred as consideration in, or its Subsidiariesto 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 Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (e3) restrictions any encumbrance or encumbrances replacing those permitted by restriction pursuant to an agreement effecting a Refinancing of Debt Incurred pursuant to an agreement referred to in clause (b), (c1) or (d2) above which, taken as a whole, are not materially more restrictive, or contained in any amendment to an agreement referred to in clause (f1) this Indenture, or clause (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness2); provided, however, that the encumbrances and restrictions contained in any of such refinancing agreement or amendment are no less favorable to the Noteholders than encumbrances and restrictions with respect to such Subsidiary contained in such agreements; (4) any such encumbrance or encumbrances 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 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 type described Company or any Subsidiary not otherwise prohibited by this Indenture or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Subsidiary in any manner material to the Company or any Subsidiary; provided that, in each case, such encumbrance or restriction relates to, and restricts dealings with, only the property or asset the subject of such encumbrance or restriction; provided further, that such encumbrance or restriction does not prohibit, limit or otherwise restrict the making or payment of any dividend or other distribution to the Company or any Subsidiary; (5) in the case of this clause (giii), restrictions contained in security agreements or mortgages securing Debt of a Subsidiary of Xxxx to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (6) that arise under any encumbrance or restriction imposed solely upon a Foreign Subsidiary pursuant to an agreement relating to Indebtedness Incurred by such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those Foreign Subsidiary which is permitted under the agreement creating or evidencing the Indebtedness being refunded or refinanced, covenant described in Section 5.05; and (h7) any restrictions restriction with respect to a Subsidiary of the Company Xxxx imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting Subsidiary pending the closing of such sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating to the property covered therebydisposition.

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company to (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness owed to the Company or any of its other Subsidiaries, (ii) make loans or advances to the Company or any of its other Subsidiaries or (iii) transfer any of its properties or assets to the Company or any of its other Subsidiaries, in each case except for encumbrances or restrictions existing under or by reason of (a) applicable law, (b) the Credit AgreementsAgreement as in effect on the Effective Date, (c) Existing Indebtedness, (d) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred pursuant to this Indenture and which was not incurred in anticipation or contemplation of the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition of such assets by the Company or its Subsidiaries, (e) restrictions or encumbrances replacing those permitted by clause (b), (c) or (d) above which, taken as a whole, are not materially more restrictive, (f) this Indenture, (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting the sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and advances, (j) customary restrictions in purchase money debt or leases relating to the property covered thereby, (k) provisions limiting or prohibiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation or prohibition is applicable only to the assets that are the subject of such agreements; and (l) any encumbrance or restriction existing under or by reason of contractual requirements of a Receivables Entity in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Entity.

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company (a) to (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by to the Company or any of its other Subsidiaries, Subsidiary or pay interest on or principal of any Indebtedness owed to the Company or any of its other SubsidiariesSubsidiary, (iib) to make any loans or advances to the Company or any of its other Subsidiaries Subsidiary or (iiic) transfer any of its properties property or assets to the Company or any of its other SubsidiariesSubsidiary, in each case except for encumbrances or restrictions existing under or by reason of except: (a) applicable law, (b) the Credit Agreements, (c) Existing Indebtedness, (di) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred encumbrance or restriction pursuant to this Indenture and which was not incurred an agreement in anticipation effect at or contemplation of entered into on the related acquisition, provided that Issue Date; (ii) any encumbrance or restriction with respect to a Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances Subsidiary on or prior to the acquisition of date on which such assets Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or its Subsidiaries, 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 Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (eiii) restrictions any encumbrance or encumbrances replacing those permitted by restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (b), (ci) or (dii) above which, taken as a whole, are not materially more restrictive, or this clause (fiii) or contained in any amendment to an agreement referred to in clause (i) or (ii) above or this Indenture, clause (g) any restrictions and encumbrances arising in connection with Refinancing Indebtednessiii); provided, however, that the encumbrances and restrictions with respect to such Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Holders than encumbrances and restrictions with respect to such Subsidiary contained in such agreements; 95 EXECUTION 105 (iv) any such encumbrance or encumbrances restriction consisting of customary non-assignment provisions in leases governing leasehold interests or in licensing agreements to the extent such provisions restrict the transfer of the type described lease or the property leased thereunder or the licensing agreement or the rights licensed thereunder; (v) in this the case of clause (gc) that arise under above, restrictions contained in security agreements or mortgages securing Indebtedness of a Subsidiary to the extent such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under restrictions restrict the agreement creating transfer of the property subject to such security agreements or evidencing the Indebtedness being refunded or refinanced, mortgages; and (hvi) any restrictions restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting Subsidiary pending the closing of such sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating to the property covered therebydisposition.

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, to create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary of the Company to to: (ia) pay dividends or dividends, make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness or other obligation owed to the Company or any of its other Restricted Subsidiaries, ; (iib) make any loans or advances to the Company or any of its other Subsidiaries or Restricted Subsidiaries; or (iiic) transfer any of its properties property or assets to the Company or any of its other SubsidiariesRestricted Subsidiaries except: (1) any encumbrance or restriction pursuant to an agreement in effect on the Issue Date, in each case except for encumbrances or restrictions existing including those arising under or by reason of in connection with the Senior Credit Agreement; (a) applicable law, (b) the Credit Agreements, (c) Existing Indebtedness, (d2) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted encumbrance or restriction with respect to be incurred a Restricted Subsidiary pursuant to this Indenture and which was not incurred in anticipation or contemplation of the related acquisition, provided that such restrictions and encumbrances only apply an agreement relating to assets that were subject to such restrictions and encumbrances any Indebtedness Incurred by a Restricted Subsidiary prior to the acquisition of such assets date on which that Restricted Subsidiary was acquired by the Company Company, other than Indebtedness Incurred as consideration in, or its Subsidiariesto provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which that Restricted Subsidiary was acquired by the Company; (e3) restrictions any encumbrance or encumbrances replacing those permitted by clause restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clauses (b), (c1) or (d2) above whichor this clause (3) or contained in any amendment, taken as a wholesupplement or modification, are not materially more restrictiveincluding an amendment and restatement, to an agreement referred to in clauses (f1) or (2) or this Indenture, clause (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness3); provided, however, that the encumbrances and restrictions contained in any restrictions such refinancing agreement or encumbrances amendment taken as a whole are no less favorable to the holders of the type described Securities in any material respect than encumbrances and restrictions contained in the agreements; (4) in the case of this clause (gc), any encumbrance or restriction: (A) that arise under restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, or similar contract, (B) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any of its Restricted Subsidiaries not otherwise prohibited by this Indenture, or (C) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than encumbrance or restrictions restrict the transfer of the property subject to those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, security agreements; (h5) any restrictions restriction imposed by applicable law; (6) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting that Restricted Subsidiary pending the closing of the sale or other disposition disposition; and (7) purchase obligations for property acquired in the ordinary course of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary business that impose certain restrictions of the Company to pay dividends or make loans or advances and nature described in this clause (jc) customary restrictions in purchase money debt or leases relating to on the property covered therebyso acquired.

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any such Subsidiary of the Company to (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness or other obligation owed to the Company or any of its other SubsidiariesCompany, (ii) make any loans or advances to the Company or any of its other Subsidiaries or (iii) transfer any of its properties property or assets to the Company or any of its other Subsidiaries, in each case except for encumbrances or restrictions existing under or by reason of Company; except: (a) applicable lawany 49 43 encumbrance or restriction pursuant to an agreement in effect at or entered into on the Original 11 3/4% Notes Issue Date, including the Credit Agreement; (b) any encumbrance or restriction with respect to such a Subsidiary pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the Credit Agreementsdate on which such Subsidiary was acquired by the Company and outstanding on such date (other than Indebtedness issued as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary of the Company or was acquired by the Company); (c) Existing Indebtedness, (d) any restrictions under any encumbrance or restriction with respect to such a Subsidiary pursuant to an agreement evidencing any Acquired Indebtedness that was permitted to be incurred Incurred without violation of this Indenture or effecting a refinancing of Indebtedness issued pursuant to this Indenture and which was not incurred an agreement referred to in anticipation clauses (a) or contemplation of the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition of such assets by the Company or its Subsidiaries, (e) restrictions or encumbrances replacing those permitted by clause (b), ) or this clause (c) or contained in any amendment to an agreement referred to in clauses (da) above whichor (b) or this clause (c); provided, however, that the encumbrances and restrictions with respect to such Subsidiary contained in any of such agreement, refinancing agreement or amendment, taken as a whole, are not materially more restrictiveno less favorable to the Holders in any material respect, as determined in good faith by the senior management of the Company or the Board of Directors, than encumbrances and restrictions with respect to such Subsidiary contained in agreements in effect at, or entered into on, the Original 11 3/4% Notes 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, (fB) 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 Subsidiary not otherwise prohibited by this Indenture, (gC) 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 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 Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements; (f) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions restriction with respect to such a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting Subsidiary pending the closing of such sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (jg) customary encumbrances or restrictions in purchase money debt arising or leases relating to the property covered therebyexisting by reason of applicable law.

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall will not, and shall will not permit any of its Subsidiaries Subsidiary to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company to to: (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness owed to the Company or any of its other SubsidiariesCompany, (ii) make any loans or advances to the Company or any of its other Subsidiaries or (iii) transfer any of its properties property or assets to the Company or any of its other SubsidiariesCompany, in each case except for encumbrances or restrictions existing under or by reason of except: (a) applicable law, (b) the Credit Agreements, (c) Existing Indebtedness, (d1) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred encumbrance or restriction pursuant to this Indenture and which was not incurred an agreement in anticipation effect on the January 26, 1994; (2) any encumbrance or contemplation of the related acquisition, provided that restriction with respect to a Subsidiary pursuant to an agreement relating to any Indebtedness issued by such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances Subsidiary on or prior to the acquisition of date on which such assets Subsidiary was acquired by the Company (other than Indebtedness issued in contemplation of, as consideration in, or its Subsidiariesto 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 Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (e3) restrictions any encumbrance or encumbrances replacing those permitted by restriction pursuant to an agreement effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in the foregoing clause (b), (c1) or (d2) above which, taken as a whole, are not materially more restrictive, or contained in any amendment to an agreement referred to in the foregoing clause (f1) this Indenture, or (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness2); provided, however, that the encumbrances and restrictions contained in any restrictions such refinancing agreement or encumbrances amendment are no less favorable to holders of the type described Notes than the encumbrances and restrictions contained in this such agreements; (4) 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; (5) in the case of clause (giii) that arise under above, restrictions contained in security agreements securing Indebtedness of a Subsidiary to the extent such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under restrictions restrict the agreement creating or evidencing transfer of the Indebtedness being refunded or refinanced, property subject to such security agreements; and (h6) any restrictions restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting Subsidiary pending the closing of such sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating to the property covered therebydisposition.

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries Restricted Subsidiary to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary of the Company to (i) to pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness owed to the Company or any of its other SubsidiariesCompany, (ii) to make any loans or advances to the Company or any of its other Subsidiaries or (iii) transfer any of its properties property or assets to the Company or any of its other SubsidiariesCompany, in each case except for encumbrances or restrictions existing under or by reason of except: (a) applicable law, (b) the Credit Agreements, (c) Existing Indebtedness, (d1) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred encumbrance or restriction pursuant to this Indenture and which was not incurred an agreement in anticipation effect at or contemplation of entered into on the related acquisitionIssue Date, provided that including under a revolving credit facility; (2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances Restricted Subsidiary on or prior to the acquisition of date on which such assets Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or its Subsidiariesto 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; (e3) restrictions any encumbrance or encumbrances replacing those permitted by restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (b), (c1) or (d2) above whichor contained in any amendment to an agreement referred to in clause (1) or (2) above; PROVIDED, taken as a whole, are not materially more restrictive, (f) this Indenture, (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, howeverHOWEVER, that any restrictions or the encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such agreements; (4) any such encumbrance or restriction consisting of customary nonsubletting, nontransfer and nonassignment provisions in leases, licenses or contracts arising or entered into in the ordinary course of business; (5) in the case of clause (iii) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the Company property subject to such security agreements or mortgages; (6) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting Restricted Subsidiary pending the closing of such sale or other disposition disposition; and (7) encumbrances or restrictions arising or existing by reason of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating to the property covered therebyapplicable law.

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any Subsidiary of its Subsidiaries the Company to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company to (i) pay dividends or make any other distributions on its Capital Stock or pay any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness Debt owed to the Company or any of its other SubsidiariesCompany, (ii) make any loans or advances to the Company or any of its other Subsidiaries or (iii) transfer any of its properties property or assets to the Company or any of its other SubsidiariesCompany, in each case except for encumbrances or restrictions existing under or by reason of except: (a) applicable lawany encumbrance or restriction in effect at or entered into on the Issue Date, including pursuant to the Credit Agreement, any agreement entered into pursuant thereto or any other agreement; (b) the Credit Agreements, (c) Existing Indebtedness, (d) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred pursuant to this Indenture and which was not incurred in anticipation encumbrance or contemplation of the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition of such assets by the Company or its Subsidiaries, (e) restrictions or encumbrances replacing those permitted by clause (b), (c) or (d) above which, taken as a whole, are not materially more restrictive, (f) this Indenture, (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for relating to any Debt Issued by such Subsidiary on or prior to the sale date on which such Subsidiary was acquired by the Company (other than Debt Issued as consideration in, or other disposition of to provide all or substantially all any portion of the Capital Stock funds or assets credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary, (i) any agreement restricting the sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of Subsidiary became a Subsidiary of the Company or was acquired by the Company) and outstanding on such date; (c) any encumbrance or restriction pursuant to pay dividends an agreement effecting an Issuance of Debt; provided, however, that any such encumbrance or make loans or advances and (j) customary restrictions in purchase money debt or leases relating restriction with respect to any Subsidiary is no less favorable to the property covered thereby.holders of Notes than the least favorable of the encumbrances and restrictions with respect to such Subsidiary contained in the agreements referred to in Section 4.6(a) or Section 4.6(b), as determined in good faith by an Officer of the Company, the determination of which shall be evidenced by an Officers' Certificate; (d) any such encumbrance or restriction consisting of customary nonassignment provisions in leases, contracts and licenses; (e) in the case of clause (iii) above, encumbrances or restrictions contained in (i) agreements governing Liens permitted to be incurred under the provisions

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability right of any Subsidiary of the Company to to: (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other SubsidiariesStock, or pay interest on any Debt or principal of any Indebtedness owed other obligation owed, to the Company or any of its other Subsidiaries, Subsidiary, (iib) make any loans or advances to the Company or any of its other Subsidiaries or Subsidiary, or (iiic) transfer any of its properties or assets Property to the Company or any of its other Subsidiaries, in each case except for encumbrances or restrictions existing under or by reason of Subsidiary. The foregoing limitations will not apply: (1) with respect to clauses (a) applicable law), (b) the Credit Agreements, and (c), to restrictions: (A) Existing Indebtedness, in effect on the Issue Date, (dB) any restrictions under any agreement evidencing any Acquired Indebtedness that relating to Debt of a Subsidiary and existing at the time it became a Subsidiary if such restriction was permitted to be incurred not created in connection with or in anticipation of the transaction or series of transactions pursuant to this Indenture and which such Subsidiary became a Subsidiary or was not incurred in anticipation or contemplation of the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition of such assets acquired by the Company or its SubsidiariesCompany, or (eC) restrictions or encumbrances replacing those permitted by that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (b), (c1)(A) or (dB) above which, taken as a whole, are not materially more restrictive, (f) this Indenture, (g) any restrictions and encumbrances arising or in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances of the type described in this clause (g3)(A) that arise under or (B) below, provided such Refinancing Indebtedness are not, taken as a whole, materially more restrictive restriction is no less favorable to the Holders of Securities than those under the agreement creating or evidencing the Indebtedness being refunded Debt so Refinanced, or (D) imposed or refinancedeffectively imposed by any governmental agency having regulatory supervision over Sovereign Bank or any other Subsidiary, or (hE) any restrictions relating to Debt of a Financial Services Subsidiary Incurred pursuant to clause (i) of Section 4.03, (2) with respect to a clause (a) only, to restrictions relating to any Qualified Preferred Stock issued after November 15, 1999, and (3) 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 or any applicable Subsidiary Guaranty pursuant to Sections 4.03 and 4.05 that limit the right of the Company imposed pursuant debtor to an agreement that has been entered into for the sale or other disposition of all or substantially all dispose of the Capital Stock Property securing such Debt, (B) encumbering Property at the time such Property was acquired by the Company or assets any 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 Subsidiaryacquisition, (C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder, or (i) any agreement restricting the sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (jD) customary restrictions contained in purchase money debt or leases relating to asset sale agreements limiting the property covered therebytransfer of such Property pending the closing of such sale.

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability right of any Subsidiary of the Company to its Subsidiaries to: (ia) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock or any other interest or participation in, or measured owned by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on any Debt or principal of any Indebtedness owed other obligation owed, to the Company or any other Subsidiary of its other Subsidiaries, the Company, (iib) make any loans or advances to the Company or any other Subsidiary of its other Subsidiaries or the Company, or (iiic) transfer any of its properties Property to the Company or assets any other Subsidiary of the Company. The foregoing limitations will not apply: (1) with respect to clauses (a), (b) and (c), to restrictions: (A) in effect on the Issue Date (including, without limitation, restrictions pursuant to the Notes, this Indenture, the Convertible Notes and the indenture relating thereto), (B) relating to Debt of any Subsidiary of the Company and existing at the time it became a Subsidiary of the Company if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Subsidiary became a Subsidiary of the Company or was acquired by the Company, (C) that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (1)(A) or (B) above or in clause (2)(A) or (B) below, provided such restrictions are not less favorable to the holders of Notes than those under the agreements evidencing the Debt so Refinanced, and (2) with respect to clause (c) only, to restrictions: (A) relating to Debt that is permitted to be Incurred and secured without also securing the Notes or the applicable Guarantee pursuant to Section 4.09 and Section 4.11 that limit the right of the debtor to dispose of the Property securing such Debt, (B) encumbering Property at the time such Property was acquired by the Company or any of its other Subsidiaries, in each case except for encumbrances or restrictions existing under or by reason of (a) applicable law, (b) the Credit Agreements, (c) Existing Indebtedness, (d) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred pursuant to this Indenture and which was not incurred in anticipation or contemplation of the related acquisition, provided that so long as such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior relate solely to the acquisition of such assets by the Company or its Subsidiaries, (e) restrictions or encumbrances replacing those permitted by clause (b), (c) or (d) above which, taken as a whole, are Property so acquired and were not materially more restrictive, (f) this Indenture, (g) any restrictions and encumbrances arising created in connection with Refinancing Indebtedness; providedor in anticipation of such acquisition, (C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder, (D) customary restrictions contained in asset sale agreements limiting the transfer of such Property pending the closing of such sale, however, that any restrictions or encumbrances of the type described in this clause or (gE) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions with respect to a any PRC Subsidiary of the Company and imposed pursuant to an agreement that has been entered into for the sale or other disposition Incurrence of all or substantially all Debt permitted under clause (j) of the Capital Stock definition of “Permitted Debt” if, as determined by the Board of Directors, the encumbrances or assets of such Subsidiary, restrictions are (i) any agreement restricting customary for such types of agreements and (ii) would not, at the sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict time agreed to, be expected to materially and adversely affect the ability of a Subsidiary of the Company to pay dividends make any required payment on the Notes and any extension, refinancings, renewals or make loans or advances replacements of any of the foregoing agreements; provided that the encumbrances and (j) customary restrictions in purchase money debt any such extension, refinancings, renewal or leases relating replacement, taken as a whole, are no more restrictive in any material respect to the property covered therebyHolders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced.

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, create create, incur, assume or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company (a) to (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by to the Company or any of its other Subsidiaries, a Subsidiary or pay interest on or principal of any Indebtedness owed to the Company or any of its other SubsidiariesCompany, (iib) to make any loans or advances to the Company or any of its other Subsidiaries or (iiic) to transfer any of its properties property or assets to the Company or any of its other SubsidiariesCompany, in each case except for encumbrances or restrictions existing under or by reason of except: (a) applicable law, (b) the Credit Agreements, (c) Existing Indebtedness, (di) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred encumbrance or restriction pursuant to this Indenture an agreement in effect at or entered into on the Closing Date and which was not incurred described on Schedule 6.6 annexed hereto; (ii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in anticipation or contemplation of the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition of such assets by the Company or its Subsidiaries, (e) restrictions or encumbrances replacing those permitted by clause (b), (csubsections 6.6(i) or (dthis subsection 6.6(ii) above which, taken as a whole, are not materially more restrictive, (for contained in any amendment to an agreement referred to in subsection 6.6(i) or this Indenture, (g) any restrictions and encumbrances arising in connection with Refinancing Indebtednesssubsection 6.6(ii); provided, however, that any restrictions or the encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any and restrictions with respect to a such Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Lenders than encumbrances and restrictions with respect to such Subsidiary contained in the original agreements; (iii) in the case of (c) above with respect to any leased property, any such encumbrance or restriction consisting of customary non-assignment provisions in leases to the extent such provisions restrict the transfer of the Company imposed pursuant to an agreement that has been entered into for lease or the sale property leased thereunder or other disposition in purchase money financings; (iv) in the case of all subsection 6.6(c), restrictions contained in security agreements or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting the sale or other disposition of property mortgages securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary to the extent such restrictions restrict the transfer of the Company property subject to pay dividends such security agreements or make loans mortgages; and (v) encumbrances or advances and (j) customary restrictions in purchase money debt or leases relating to the property covered therebyimposed by operation of applicable law.

Limitation on Restrictions on Distributions from Subsidiaries. (a) The Company shall not, and shall not permit any Subsidiary of its Subsidiaries the Company that is not a Subsidiary Guarantor to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company that is not a Subsidiary Guarantor to (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by to the Company or any of its other Subsidiaries, or pay interest on or principal (it being understood that the priority of any Indebtedness Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock), (ii) pay any Debt owed to the Company or any of its other Subsidiaries, (ii) make loans or advances to the Company or any of its other Subsidiaries a Subsidiary Guarantor or (iii) transfer any of its properties property or assets to the Company or any of its other Subsidiaries, in each case except for encumbrances or restrictions existing under or by reason of (a) applicable law, Company. (b) Section 4.08(a) hereof will not prohibit the following: (1) any encumbrance or restriction in effect at or entered into on the Issue Date, including pursuant to the Credit Agreements, the Indenture Documents, the Security Documents, the Intercreditor Agreement, any agreement entered into pursuant thereto, any Hedging Obligation or any other agreement; (c) Existing Indebtedness, (d2) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred pursuant to this Indenture and which was not incurred in anticipation encumbrance or contemplation of the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition of such assets by the Company or its Subsidiaries, (e) restrictions or encumbrances replacing those permitted by clause (b), (c) or (d) above which, taken as a whole, are not materially more restrictive, (f) this Indenture, (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement relating to any Debt Issued by such Subsidiary or pursuant to an agreement or instrument governing the Capital Stock of such Subsidiary on or prior to the date on which such Subsidiary was acquired by the Company (other than Debt Issued as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary of the Company or was acquired by the Company) and outstanding on such date; (3) any encumbrance or restriction pursuant to an agreement effecting an Issuance of Debt; provided, however, that any such encumbrance or restriction with respect to any Subsidiary is no less favorable to the holders of Notes than the least favorable of the encumbrances and restrictions with respect to such Subsidiary contained in the agreements referred to in clause (1) or (2) above, as determined in good faith by an Officer of the Company, the determination of which shall be evidenced by an Officers’ Certificate; (4) any such encumbrance or restriction consisting of customary nonassignment provisions in leases, contracts and licenses; (5) encumbrances or restrictions contained in (i) agreements governing Liens permitted to be incurred under the provisions of Section 4.12 hereof, and (ii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements, which limitation is in each case applicable only to the assets or interests that are the subject of such agreements but which may include customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, ; (i6) any encumbrance or restriction binding on a Foreign Subsidiary contained in an agreement restricting pursuant to which such Foreign Subsidiary has Issued Debt permitted under Section 4.09 hereof; (7) any encumbrance or restriction relating to a Non-Recourse Subsidiary; (8) purchase money obligations for property acquired in the sale ordinary course of business and Capital Lease Obligations that impose restrictions of the nature discussed in Section 4.08(a)(iii) hereof on the property so acquired; (9) restrictions on cash or other disposition deposits or net worth imposed by customers under contracts entered into in the ordinary course of property securing Indebtedness if business; (10) restrictions created in connection with any Receivables Facility; provided that in the case of Receivables Facilities established after the Issue Date, such restrictions are necessary or advisable, in the good faith determination of the Company, to effect such Receivables Facility; (11) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to which the Company or any of its Subsidiaries (other than a Non-Recourse Subsidiary) is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not expressly restrict extend to any other asset or property of the ability Company or such Subsidiary or the assets or property of a any other Subsidiary of the Company (other than a Non-Recourse Subsidiary); (12) any instrument governing any Debt or Capital Stock of a Person that is a Non-Recourse Subsidiary as in effect on the date that such Person becomes a Subsidiary that is not a Non-Recourse Subsidiary, which encumbrance or restriction is not applicable to pay dividends any Person, or make loans the properties or advances assets of any Person, other than the Person who became a Subsidiary that is not a Non-Recourse Subsidiary, or the property or assets of the Person who became a Subsidiary that is not a Non-Recourse Subsidiary; provided that, in the case of Debt, the incurrence of such Debt as a result of such Person becoming a Subsidiary that is not a Non-Recourse Subsidiary was permitted by the terms of this Indenture; and (13) any encumbrances or restrictions of the type referred to in Sections 4.08(a)(i), (ii) and (jiii) customary hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, not materially more restrictive, taken as a whole, with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; provided, further, that with respect to contracts, instruments or obligations existing on the Issue Date, any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are in purchase money debt the good faith judgment of the Company not materially more restrictive, taken as a whole, with respect to such encumbrances and other restrictions than those contained in such contracts, instruments or leases relating to obligations as in effect on the property covered therebyIssue Date.

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company (a) to (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by to the Company or any of its other Subsidiaries, Subsidiary or pay interest on or principal of any Indebtedness owed to the Company or any of its other SubsidiariesSubsidiary, (iib) to make any loans or advances to the Company or any of its other Subsidiaries Subsidiary or (iiic) transfer any of its properties property or assets to the Company or any of its other SubsidiariesSubsidiary, in each case except for encumbrances or restrictions existing under or by reason of except: (a) applicable law, (b) the Credit Agreements, (c) Existing Indebtedness, (di) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred encumbrance or restriction pursuant to this Indenture and which was not incurred an agreement in anticipation effect at or contemplation of entered into on the related acquisition, provided that Issue Date; (ii) any encumbrance or restriction with respect to a Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances Subsidiary on or prior to the acquisition of date on which such assets Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or its Subsidiaries, 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 Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (eiii) restrictions any encumbrance or encumbrances replacing those permitted by restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (b), (ci) or (dii) above which, taken as a whole, are not materially more restrictive, or this clause (fiii) or contained in any amendment to an agreement referred to in clause (i) or (ii) above or this Indenture, clause (g) any restrictions and encumbrances arising in connection with Refinancing Indebtednessiii); provided, however, that the encumbrances and restrictions with respect to such Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Holders than encumbrances and restrictions with respect to such Subsidiary contained in such agreements; (iv) any such encumbrance or encumbrances restriction consisting of customary non-assignment provisions in leases governing leasehold interests or in licensing agreements to the extent such provisions restrict the transfer of the type described lease or the property leased thereunder or the licensing agreement or the rights licensed thereunder; (v) in this the case of clause (gc) that arise under above, restrictions contained in security agreements or mortgages securing Indebtedness of a Subsidiary to the extent such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under restrictions restrict the agreement creating transfer of the property subject to such security agreements or evidencing the Indebtedness being refunded or refinanced, mortgages; and (hvi) any restrictions restriction with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting Subsidiary pending the closing of such sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating to the property covered therebydisposition.

Limitation on Restrictions on Distributions from Subsidiaries. The Company (a) AK Steel shall not, and shall not permit any of its Subsidiaries Subsidiary to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company to (i) pay dividends or make any other distributions on its Capital Stock Equity Interests or pay any Debt or other obligation owed to AK Steel or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness owed to the Company or any of its other SubsidiariesSubsidiary, (ii) make loans or advances to the Company any Investment in AK Steel or any of its other Subsidiaries Subsidiary or (iii) transfer any of its properties property or assets to the Company AK Steel or any of its other Subsidiaries, in each case except for encumbrances or restrictions existing under or by reason of (a) applicable law, Subsidiary. (b) Notwithstanding the Credit Agreementsforegoing, AK Steel may, and may permit any Subsidiary of AK Steel to, suffer to exist any such encumbrance or restriction: (ci) Existing Indebtedness, (d) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred pursuant to this Indenture and an agreement in effect at or entered into on the date on which was not incurred in anticipation the Initial Securities were originally issued; (ii) with respect to a Subsidiary pursuant to an agreement relating to any Debt issued by such Subsidiary on or contemplation of the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition date on which such Subsidiary became a Subsidiary (other than Debt issued 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 assets by the Company or its Subsidiaries, Subsidiary became a Subsidiary) and outstanding on such date; (eiii) restrictions or encumbrances replacing those permitted by clause pursuant to an agreement effecting a refinancing of Debt issued pursuant to an agreement referred to in subsection (b), (cb)(i) or (db)(ii) above which, taken as a whole, are not materially more restrictive, of this Section 4.9 or contained in any amendment to an agreement referred to in subsection (fb)(i) or (b)(ii) of this Indenture, (g) any restrictions and encumbrances arising in connection with Refinancing IndebtednessSection 4.9; provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are no less favorable to the Holders of Securities than encumbrances and restrictions or encumbrances contained in such agreements; (iv) consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the type described lease; (v) in the case of subsection (a)(iii) of this clause (g) that arise under such Refinancing Indebtedness are notSection 4.9, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting the sale or other disposition of property contained in security agreements securing Indebtedness if such agreement does not expressly restrict the ability Debt of a Subsidiary otherwise permitted under this Indenture, to the extent such restrictions restrict the transfer of the Company property subject to pay dividends or make loans or advances and such security agreements; or (jvi) customary restrictions in purchase money debt or leases relating to the property covered therebya Non-Recourse Subsidiary.

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries Subsidiary to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on the ability of any Subsidiary of the Company to (i) pay dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness or other obligation owed to the Company or any of its other SubsidiariesCompany, (ii) make any loans or advances to the Company or any of its other Subsidiaries or (iii) transfer any of its properties property or assets to the Company or any of its other Subsidiaries, in each case except for encumbrances or restrictions existing under or by reason of except: (a) applicable lawany encumbrance or restriction pursuant to the Revised Debt Agreements, or the Senior Subordinated Notes as limited by the Intercreditor Agreement or any other agreement in effect at or entered into on the date on which the Securities were originally issued; (b) any encumbrance or restriction with respect to a Subsidiary pursuant to an agreement relating to any Indebtedness issued by such Subsidiary on or prior to the Credit Agreementsdate on which such Subsidiary was acquired by the Company (other than Indebtedness issued 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 Subsidiary became a Subsidiary or was acquired by the Company) and outstanding on such date; (c) Existing Indebtedness, (d) any restrictions under any agreement evidencing any Acquired Indebtedness that was permitted to be incurred encumbrance or restriction pursuant to this Indenture and which was not incurred an agreement effecting a refinancing of Indebtedness issued pursuant to an agreement referred to in anticipation or contemplation of the related acquisition, provided that such restrictions and encumbrances only apply to assets that were subject to such restrictions and encumbrances prior to the acquisition of such assets by the Company or its Subsidiaries, (e) restrictions or encumbrances replacing those permitted by clause (b), (ca) or (db) above which, taken as a whole, are not materially more restrictive, of this Section or contained in any amendment to an agreement referred to in clause (fa) or (b) of this Indenture, (g) any restrictions and encumbrances arising in connection with Refinancing IndebtednessSection; provided, however, that the encumbrances and restrictions contained in any restrictions such refinancing agreement or encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness amendment are not, taken as a whole, materially not more restrictive than those under the agreement creating encumbrances and restrictions contained in the agreements so refinanced or evidencing the Indebtedness being refunded or refinanced, amended; (hd) any restrictions encumbrance or restriction with respect to a foreign Subsidiary imposed by the country under whose laws such Subsidiary is organized or a country in which such Subsidiary is doing business provided that (i) the encumbrance or restriction was imposed despite the commercially reasonable best efforts of the Company imposed pursuant and such Subsidiary to an agreement that has been avoid such imposition and (ii) the Company and such Subsidiary have used and are using commercially reasonable best efforts to promptly remove such encumbrance or restriction; (e) customary net worth provisions contained in leases and other agreements entered into for by a Subsidiary in the sale ordinary course of business, or (f) customary provisions in instruments or other disposition of all or substantially all agreements relating to a Lien prohibiting the transfer of the Capital Stock or assets of property subject to such Subsidiary, (i) any agreement restricting the sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating to the property covered therebyLien.

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall Borrower will not, and shall will not permit any Subsidiary to enter into any Contractual Obligation that limits the ability (x) of the Borrower or any of its Subsidiaries toto create, create or otherwise cause incur, assume or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) Liens on the ability property of such Person to secure the Loan Document Obligations, (y) of any Subsidiary of the Company to (i) pay make cash dividends or make any other distributions on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness owed to the Company or any of its other SubsidiariesBorrower, (ii) make loans or advances to Guarantee the Company or any of its other Subsidiaries Obligations or (iii) transfer any of its properties or assets property to the Company Borrower, except, in each case, such encumbrances and restrictions imposed by: (a) this Agreement or any other Loan Document; (b) any Requirement of its Law; (c) any Contractual Obligation set forth on Schedule 7.10; (d) any Contractual Obligation (i) governing property existing at the time of the acquisition thereof, so long as the limitation related only to such property or (ii) of any Loan Party existing at the time such Loan Party was merged or consolidated with or into, or acquired by the Borrower or other SubsidiariesLoan Party, or otherwise became a Subsidiary of the Borrower, in each case except for encumbrances not created in contemplation of such acquisition, merger or restrictions existing under consolidation or otherwise becoming a Subsidiary of the Borrower; (e) with respect to assets other than Eligible Assets, cash and Cash Equivalents, customary non-assignment provisions entered into in the ordinary course of business or consistent with past practice or industry practice; (f) with respect to any Designated Non-Guarantor any Contractual Obligation related to any Indebtedness of such Designated Non-Guarantor or any Lien granted on the assets of such Designated Non-Guarantor permitted by reason of this Agreement; (a) applicable law, (b) the Credit Agreements, (c) Existing Indebtedness, (dg) any restrictions under Contractual Obligation related to any agreement evidencing any Acquired Indebtedness that was sale, transfer or other Asset Disposition permitted to be incurred pursuant to by this Indenture and which was not incurred in anticipation Agreement pending the consummation of such sale, transfer or contemplation of the related acquisition, other Asset Disposition; provided that such restrictions and encumbrances conditions apply only apply to assets the property (or if a Person, such Person) that were is the subject of such sale, transfer or other Asset Disposition; (h) customary provisions in joint venture agreements (or agreements governing non-wholly owned Persons) and other similar agreements applicable to joint ventures (and other non-wholly owned Persons) permitted by this Agreement and applicable solely to such joint venture (or such other non-wholly owned Person); (i) customary provisions in leases, subleases, licenses or asset sale or purchase agreements otherwise permitted by this Agreement so long as such restrictions and encumbrances prior relate solely to the acquisition assets subject thereto; (j) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Subsidiary; (k) any Standard Securitization Undertakings relating to any Permitted Securitization Financing or any Contractual Obligation related to the Permitted Securitization Financing Assets for such Permitted Securitization Financing; and (l) any amendment, modification, restatement, renewal, increase, extension, supplement, refunding, replacement or refinancing of any restriction, provision or Contractual Obligation otherwise permitted under this subsection 7.9; provided that any such amendment, modification, restatement, renewal, increase, extension, supplement, refunding, replacement or refinancing only applies to the assets by the Company or its Subsidiariespreviously subject thereto and is no more restrictive, (e) restrictions or encumbrances replacing those permitted by clause (b), (c) or (d) above which, when taken as a whole, are not materially more restrictive, (f) this Indenture, (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions with respect to a Subsidiary of the Company imposed pursuant such limitations than those contained in such Contractual Obligations as in effect immediately prior to an agreement that has been entered into for the sale such amendment, modification, restatement, renewal, increase, extension, supplement, refunding, replacement or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting the sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company to pay dividends or make loans or advances and (j) customary restrictions in purchase money debt or leases relating to the property covered therebyrefinancing.

Limitation on Restrictions on Distributions from Subsidiaries. The Company shall not, and shall not permit any of its Subsidiaries to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction (other than encumbrances which by its terms encumbers or restrictions imposed by law or by judicial or regulatory action or by provisions in leases or other agreements that restrict the assignability thereof) on restricts the ability of any Subsidiary of the Company to (ia) pay dividends or make any other distributions on its Capital Stock or pay any Debt or other interest or participation in, or measured by, its profits, owned by the Company or any of its other Subsidiaries, or pay interest on or principal of any Indebtedness obligation owed to the Company or any of its other SubsidiariesCompany, (iib) make any loans or advances to the Company or any of its other Subsidiaries or Company, (iiic) transfer any of its properties Property or assets to the Company Company, or (d) guarantee any Debt of its other Subsidiariesthe Company, in each case except for such encumbrances or restrictions existing under or contemplated by or by reason of (ai) applicable lawlaw or any applicable rule, regulation or order, (bii) the Credit AgreementsDocuments, (ciii) Existing encumbrances or restrictions existing on the Date of Closing to the extent and in the manner such encumbrances and restrictions are in effect on the Date of Closing, (iv) subject to compliance with or a waiver under Paragraph 6A, any instrument governing Acquired Indebtedness, (d) which encumbrance or restriction is not applicable to any restrictions under Person, or the properties or assets of any agreement evidencing any Acquired Indebtedness that was permitted to be incurred pursuant to this Indenture and which was not incurred in anticipation Person, other than the Person, or contemplation the property or assets of the related acquisitionPerson (including any Subsidiary of the Person), provided that so acquired, (v) customary non-assignment provisions in leases or other agreements entered in the ordinary course of business and consistent with past practices, (vi) customary restrictions in security agreements or mortgages securing Indebtedness of the Company or a Subsidiary to the extent such restrictions and encumbrances only apply to assets that were restrict the transfer of the property subject to such restrictions security agreements and encumbrances prior to the acquisition of such assets by the Company or its Subsidiariesmortgages, (evii) customary restrictions or encumbrances replacing those permitted by clause (b), (c) or (d) above which, taken as a whole, are not materially more restrictive, (f) this Indenture, (g) any restrictions and encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any restrictions or encumbrances of the type described in this clause (g) that arise under such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than those under the agreement creating or evidencing the Indebtedness being refunded or refinanced, (h) any restrictions with respect to a Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (i) any agreement restricting the sale or other disposition of property securing Indebtedness if such agreement does not expressly restrict the ability of a Subsidiary of the Company Company, or (viii) subject to pay dividends compliance with or make loans a waiver under Paragraph 6A, restrictions contained in Purchase Money Indebtedness or advances and Capitalized Lease Obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (jc) customary restrictions in purchase money debt or leases relating to above on the property covered therebyso acquired so long as such restrictions are limited to such property.