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

Limitation on Restrictions on Distributions from. Restricted Subsidiaries. The Company shall not, and shall not permit any ------------------------ Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary, (b) pay any Indebtedness owed to the Company, (c) make any loans or advances to the Company or (d) transfer any of its property or assets to the Company, except: (i) any encumbrance or restriction pursuant to the Senior Discount Notes Indenture, this Indenture, the Exchangeable Preferred Stock or any other agreement in effect at or entered into on the Issue Date; (ii) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (iii) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement or instrument referred to in clause (i) or (ii) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement or instrument referred to in clause (i) or (ii) of this Section 4.05 or this clause (iii); provided, however, that -------- ------- the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (iv) any such encumbrance or restriction consisting of customary non- assignment or anti-alienation provisions in (a) leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder or subletting and (b) licenses or franchises to the extent such provisions restrict the transfer of the license or franchise; (v) in the case of clause (d) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (vi) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vii) any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was Incurred if the Board of Directors determines in good faith that any such encumbrance or restriction will not materially affect the Company's ability to pay principal or interest on the Securities when due and such encumbrance or restriction by its terms expressly permits such Restricted Subsidiary, (A) in the absence of a payment default in respect of such Indebtedness or other agreement, to make cash payments to the Company (in any form) sufficient to pay when due all amounts of principal and interest on the Securities and (B) following the occurrence and during the continuance of a payment default in respect of such Indebtedness or other agreement, to resume making cash payments to the Company (in any form) sufficient to pay when due all amounts of principal and interest on the Securities upon the earlier of the cure of such payment default and the lapse of 179 consecutive days following the date when such encumbrance or restriction became operative to prohibit or limit such Restricted Subsidiary from making such payments to the Company; provided, however, that no Restricted Subsidiary shall be -------- ------- affected by the operation of any such encumbrances or restrictions following the occurrence of a payment default on more than one occasion in any consecutive 360-day period.

Limitation on Restrictions on Distributions from. Restricted Subsidiaries. The Company shall will not, and shall will not permit any ------------------------ ----------------------- Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ai) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary, (b) Subsidiary or pay any Indebtedness or other obligation owed to the Company, (cii) make any loans or advances to the Company or (diii) transfer any of its property or assets to the CompanyCompany or any Restricted Subsidiary, except: (i1) any encumbrance or restriction pursuant to the Senior Discount Notes Indenture, this Indenture, the Exchangeable Preferred Stock or any other an agreement in effect at or entered into on the Issue Date; (ii2) any encumbrance or restriction with respect to the Argentina Credit Facility, the South Africa Credit Facility or the U.K. Credit Facility; provided, however, that, except during a period when a default or an event of default under such facilities shall have occurred and be continuing, no such encumbrance or restriction shall limit the ability of the applicable borrower under any such facility to dividend, loan, advance or otherwise transfer funds to the Company required to pay interest, including additional cash interest and Principal on the Securities; (3) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the CompanyCompany or a Restricted Subsidiary) and outstanding on such date; (iii4) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement or instrument referred to in clause (i1), (2) or (ii3) of this Section 4.05 or this clause (iii) 4.6 or contained in any amendment to an agreement or instrument referred to in clause (i1), (2) or (ii3) of this Section 4.05 or this clause (iii)4.6; provided, however, that -------- ------- the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Securityholders than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such predecessor agreements, as determined in good faith by the Company and evidenced by an Officers' Certificate; (iv) any such encumbrance or restriction consisting of customary non- assignment or anti-alienation provisions in (a) leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder or subletting and (b) licenses or franchises to the extent such provisions restrict the transfer of the license or franchise; (v5) in the case of clause (diii) aboveof this Section 4.6, restrictions any encumbrance or restriction that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract; (6) in the case of clause (iii) of this Section 4.6, contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements or mortgages; (vi7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vii) any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was Incurred if the Board of Directors determines in good faith that 8) any such encumbrance or restriction will not materially affect the Company's ability to pay principal or interest on the Securities when due and such encumbrance or restriction imposed by its terms expressly permits such Restricted Subsidiary, (A) in the absence of a payment default in respect of such Indebtedness or other agreement, to make cash payments to the Company (in any form) sufficient to pay when due all amounts of principal and interest on the Securities and (B) following the occurrence and during the continuance of a payment default in respect of such Indebtedness or other agreement, to resume making cash payments to the Company (in any form) sufficient to pay when due all amounts of principal and interest on the Securities upon the earlier of the cure of such payment default and the lapse of 179 consecutive days following the date when such encumbrance or restriction became operative to prohibit or limit such Restricted Subsidiary from making such payments to the Company; provided, however, that no Restricted Subsidiary shall be -------- ------- affected by the operation of any such encumbrances or restrictions following the occurrence of a payment default on more than one occasion in any consecutive 360-day periodapplicable law.

Limitation on Restrictions on Distributions from. Restricted Subsidiaries. The Company shall not, and shall not permit any ------------------------ Restricted Subsidiary to, of its Subsidiaries to create or otherwise cause or ------------ permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a1) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary, (b) pay any Indebtedness Debt or other obligation owed to the Company, (c2) make any loans or advances to the Company or (d3) transfer any of its tangible property or tangible assets to the Company, except: (ia) any Any encumbrance or restriction pursuant to the Senior Discount Notes Indenture, this Indenture, the Exchangeable Preferred Stock or any other an agreement in effect at or entered into on the Issue Datedate the Securities are issued, including any encumbrance or restriction existing pursuant to the Credit Facility in effect on the date the Securities are issued; (iib) any Any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred Debt issued by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred 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 Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (iiic) any Any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred Debt issued pursuant to an agreement or instrument referred to in clause (ia) or (iib) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement or instrument referred to in such clause (ia) or (ii) of this Section 4.05 or this clause (iiib); provided, however, that -------- ------- the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any of such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (ivd) In the case of clause (3) above, any such encumbrance or restriction consisting of customary non- assignment the covenant set forth in Section 4.10 or anti-alienation provisions in (a) leases governing leasehold interests to the extent such provisions restrict the transfer of the lease other, similar covenants or the property leased thereunder or subletting and (b) licenses or franchises to the extent such provisions restrict the transfer of the license or franchise;agreements; and (ve) in In the case of clause (d3) above, restrictions contained in security agreements or mortgages securing Indebtedness Debt of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (vi) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vii) any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was Incurred if the Board of Directors determines in good faith that any such encumbrance or restriction will not materially affect the Company's ability to pay principal or interest on the Securities when due and such encumbrance or restriction by its terms expressly permits such Restricted Subsidiary, (A) in the absence of a payment default in respect of such Indebtedness or other agreement, to make cash payments to the Company (in any form) sufficient to pay when due all amounts of principal and interest on the Securities and (B) following the occurrence and during the continuance of a payment default in respect of such Indebtedness or other agreement, to resume making cash payments to the Company (in any form) sufficient to pay when due all amounts of principal and interest on the Securities upon the earlier of the cure of such payment default and the lapse of 179 consecutive days following the date when such encumbrance or restriction became operative to prohibit or limit such Restricted Subsidiary from making such payments to the Company; provided, however, that no Restricted Subsidiary shall be -------- ------- affected by the operation of any such encumbrances or restrictions following the occurrence of a payment default on more than one occasion in any consecutive 360-day periodagreements.

Limitation on Restrictions on Distributions from. Restricted Subsidiaries. The Company DCC shall not, and shall not permit any Restricted ------------------------ Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (ai) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary, (b) pay any Indebtedness or other obligations owed to either of the CompanyIssuers, (cii) make any loans or advances to either of the Company Issuers or (diii) transfer any of its property or assets to either of the CompanyIssuers, except: (i1) any encumbrance or restriction pursuant to the Senior Discount Notes Indenture, this Indenture, the Exchangeable Preferred Stock or any other an agreement in effect at at, or entered into on on, the Issue Closing Date; (ii2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by DCC or another Restricted Subsidiary or of another Person that is assumed by DCC or any Restricted Subsidiary in connection with the Company acquisition of assets from, or merger or consolidation with, such Person (other than Indebtedness Incurred as consideration inpaid in connection with, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the CompanyDCC or another Restricted Subsidiary) and outstanding on such date; (iii3) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to any agreement not relating to any Indebtedness in existence when a Person becomes a Subsidiary of DCC or any other Restricted Subsidiary or when such assets are acquired by DCC or any Restricted Subsidiary, that is not created in contemplation of such Person becoming such a Subsidiary or such acquisition; (4) any encumbrance or restriction pursuant to an agreement effecting a Refinancing refinancing of Indebtedness, including agreements that increase the amount of such Indebtedness to the extent otherwise permitted by this Indenture, Incurred pursuant to an agreement or instrument referred to in clause (i1) or (ii2) of this Section 4.05 or this clause (iii4) or contained in any amendment to an agreement or instrument referred to in clause (i1) or (ii2) of this Section 4.05 or this clause (iii4); provided, however, that -------- ------- the encumbrances and restrictions with respect to such Restricted Subsidiary -------- ------- contained in any such refinancing agreement or amendment are no less favorable to holders of the Securityholders Securities than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (iv) any such encumbrance or restriction consisting of customary non- assignment or anti-alienation provisions in (a) leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder or subletting and (b) licenses or franchises to the extent such provisions restrict the transfer of the license or franchise; (v5) in the case of clause (diii) aboveany encumbrance or restriction (A) that restricts in a customary manner the subletting, restrictions assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any lease, license or contract, (B) that is or was created by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of DCC or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgagesagreements; (vi6) any restriction with respect to a Restricted Subsidiary Subsidiary, any restriction imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (7) any agreement or instrument governing Capital Stock of any person that is in effect on the date such Person is acquired by DCC or a Restricted Subsidiary and that is not created in contemplation of such acquisition or of such Person becoming a Subsidiary of DCC or a Restricted Subsidiary; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) any Purchase Money Security or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided, that such restrictions -------- apply only to such Securitization Entity; and (vii10) any encumbrance agreement or restriction contained instrument governing Indebtedness of Foreign Subsidiaries operating in jurisdictions in which the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was Incurred if the Board of Directors determines in good faith that any such encumbrance or restriction will not materially affect the Company's ability to pay principal or interest on the Securities when due and such encumbrance or restriction by its terms expressly permits such Restricted SubsidiaryIssuers, (A) in the absence of a payment default in respect of such Indebtedness or other agreement, to make cash payments to the Company (in any form) sufficient to pay when due all amounts of principal and interest on the Securities and (B) following the occurrence and during the continuance of a payment default in respect of such Indebtedness or other agreement, to resume making cash payments to the Company (in any form) sufficient to pay when due all amounts of principal and interest on the Securities upon the earlier as of the cure of such payment default and the lapse of 179 consecutive days following the date when such encumbrance or restriction became operative to prohibit or limit such Restricted Subsidiary from making such payments to the CompanyClosing Date, do not have any significant operations; provided, however, that no Restricted Subsidiary shall be -------- ------- affected that, at the time such agreement or instrument is executed by the operation parties thereto, the aggregate earnings before interest, taxes, depreciation and amortization of any such encumbrances or restrictions following Foreign Subsidiaries for the occurrence period of the most recent four consecutive fiscal quarters for which financial statements are available (calculated, in the case of each such Foreign Subsidiary, in a payment default manner consistent with the calculation of EBITDA, and, in the case of each such Foreign Subsidiary that is acquired by DCC, on more than one occasion in any consecutive 360-a pro forma basis as if such acquisition had occurred on the first day of such period) shall not exceed 10% of EBITDA for such period.

Limitation on Restrictions on Distributions from. Restricted SubsidiariesSubsidiaries of the Company. The Company shall not, and shall not permit any ------------------------ of --------------------------- its Restricted Subsidiary Subsidiaries to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock or pay any Debt or other obligation owed to the Company or a any other Restricted Subsidiary, (b) pay any Indebtedness owed to Subsidiary of the Company, (cb) make any loans or advances to the Company or any other Restricted Subsidiary of the Company or (dc) transfer any of its property or assets to the Company, except: (i1) any encumbrance or restriction pursuant to the Senior Discount Notes Indenture, this Indenture, the Exchangeable Preferred Stock or any other an agreement in effect at or entered into on the Issue DateClosing Date (including those arising under or relating to the Credit Agreement) and any refinancing or refunding thereof permitted pursuant to Section 4.2 hereof; (ii2) any encumbrance or restriction with respect to a Restricted Subsidiary of the Company pursuant to an agreement relating to any Indebtedness Incurred by Acquired Debt of such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such dateSubsidiary; (iii3) any encumbrance or restriction pursuant to an agreement effecting a Refinancing refinancing of Indebtedness Incurred Debt issued pursuant to an agreement or instrument referred to in clause (i1) or (ii2) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement or instrument referred to in clause (i1) or (ii2) of this Section 4.05 or this clause (iii)Section; provided, however, provided that the -------- ------- the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no are, in the determination of the Board of Directors of the relevant entity, whose determination shall be conclusive and evidenced by a Board Resolution, in the aggregate, not materially less favorable to the Securityholders Holders of the Notes than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (iv) any such encumbrance or restriction consisting of customary non- assignment or anti-alienation provisions in (a) leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder or subletting and (b) licenses or franchises to the extent such provisions restrict the transfer of the license or franchise; (v4) in the case of clause (dSection 4.4(c) above, any encumbrances or restrictions (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any of its Restricted Subsidiaries not otherwise prohibited by this Agreement, (C) arising or agreed to in the ordinary course of business and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any of its Restricted Subsidiaries in any manner material to the Company and its Restricted Subsidiaries taken as a whole or (D) on any property or assets of any Restricted Subsidiary substantially all of whose assets are secured by Liens not otherwise prohibited by this Agreement; (5) in the case of Section 4.4(c) above, any restrictions contained in security agreements or mortgages securing Indebtedness Debt of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages;; and (vi6) any restriction with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vii) any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was Incurred if the Board of Directors determines in good faith that any such encumbrance or restriction will not materially affect the Company's ability to pay principal or interest on the Securities when due and such encumbrance or restriction by its terms expressly permits of, such Restricted Subsidiary, (A) in the absence of a payment default in respect of such Indebtedness or other agreement, to make cash payments to the Company (in any form) sufficient to pay when due all amounts of principal and interest on the Securities and (B) following the occurrence and during the continuance of a payment default in respect of such Indebtedness or other agreement, to resume making cash payments to the Company (in any form) sufficient to pay when due all amounts of principal and interest on the Securities upon the earlier of the cure of such payment default and the lapse of 179 consecutive days following the date when such encumbrance or restriction became operative to prohibit or limit such Restricted Subsidiary from making such payments to the Company; provided, however, that no Restricted Subsidiary shall be -------- ------- affected by the operation of any such encumbrances or restrictions following the occurrence of a payment default on more than one occasion in any consecutive 360-day period.

Limitation on Restrictions on Distributions from. Restricted Subsidiaries. The Company shall not, and shall not permit any ------------------------ ------------------------- Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability right of any Restricted Subsidiary to to: (a) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock Stock, or pay any Debt or other obligation owed, to the Company or a any other Restricted Subsidiary, , (b) pay any Indebtedness owed to the Company, (c) make any loans or advances to the Company or any other Restricted Subsidiary or (dc) transfer any of its property or assets Property to the Company, exceptCompany or any other Restricted Subsidiary. The foregoing limitations will not apply: (i1) any encumbrance or restriction pursuant with respect to the Senior Discount Notes Indentureclauses (a), this Indenture(b) and (c), the Exchangeable Preferred Stock or any other agreement to restrictions: (A) in effect at or entered into on the Issue Date;, (iiB) any encumbrance or restriction with respect relating to Debt of a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such and existing at the time it became a Restricted Subsidiary on if such restriction was not created in connection with or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion in anticipation of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such that Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date;, (iiiC) any encumbrance or restriction pursuant to an agreement effecting a that result from the Refinancing of Indebtedness Debt Incurred pursuant to an agreement or instrument referred to in clause (i1)(A) or (iiB) of this Section 4.05 above or this clause (iii) or contained in any amendment to an agreement or instrument referred to in clause (i2)(A) or (iiB) of this Section 4.05 or this clause (iii); providedbelow, however, provided that -------- ------- the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are restriction is no less favorable to the Securityholders Holders of Securities than encumbrances and those under the agreement evidencing the Debt so Refinanced, or (D) resulting from the Incurrence of any Permitted Debt described in clause (b) of the second paragraph of Section 4.04, provided that the restriction is no less favorable to the Holders of Securities than the restrictions of the same type contained in the Indenture, and (2) with respect to such clause (c) only, to restrictions: (A) relating to Debt that is permitted to be Incurred and secured without also securing the notes pursuant to Section 4.04 and Section 4.06 that limit the right of the debtor to dispose of the Property securing that Debt, (B) encumbering Property at the time the Property was acquired by the Company or any Restricted Subsidiary Subsidiary, so long as the restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of the acquisition, (C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements (including, without limitation, intellectual property licenses entered into in the ordinary course of business) that restrict assignment of the agreements or rights thereunder, or (D) which are customary restrictions contained in such predecessor agreements; (iv) any such encumbrance or restriction consisting of customary non- assignment or anti-alienation provisions in (a) leases governing leasehold interests to the extent such provisions restrict asset sale agreements limiting the transfer of the lease or the property leased thereunder or subletting and (b) licenses or franchises to the extent such provisions restrict the transfer of the license or franchise; (v) in the case of clause (d) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (vi) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary Property pending the closing of such sale or disposition; and (vii) any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was Incurred if the Board of Directors determines in good faith that any such encumbrance or restriction will not materially affect the Company's ability to pay principal or interest on the Securities when due and such encumbrance or restriction by its terms expressly permits such Restricted Subsidiary, (A) in the absence of a payment default in respect of such Indebtedness or other agreement, to make cash payments to the Company (in any form) sufficient to pay when due all amounts of principal and interest on the Securities and (B) following the occurrence and during the continuance of a payment default in respect of such Indebtedness or other agreement, to resume making cash payments to the Company (in any form) sufficient to pay when due all amounts of principal and interest on the Securities upon the earlier of the cure of such payment default and the lapse of 179 consecutive days following the date when such encumbrance or restriction became operative to prohibit or limit such Restricted Subsidiary from making such payments to the Company; provided, however, that no Restricted Subsidiary shall be -------- ------- affected by the operation of any such encumbrances or restrictions following the occurrence of a payment default on more than one occasion in any consecutive 360-day periodsale.

Limitation on Restrictions on Distributions from. Restricted Subsidiaries. The Company shall not, and shall not permit any ------------------------ Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (ai) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary, (b) Subsidiary or pay any Indebtedness owed to the Company, (cii) make any loans or advances to the Company or (diii) transfer any of its property or assets to the Company, except: (i1) any encumbrance or restriction pursuant to the Senior Discount Notes Indenture, this Indenture, the Exchangeable Preferred Stock or any other an agreement in effect at or entered into on the Issue Date; (ii2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary which was entered into on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding out standing on such date; (iii3) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement or instrument referred to in clause (i1) or (ii2) of this Section 4.05 or this clause (iii3) or contained in any amendment to an agreement or instrument referred to in clause (i1) or (ii2) of this Section 4.05 or this clause (iii3) or contained in any amendment to an agreement referred to in clause (1) or (2) of this Section 4.05 or this clause (3); provided, however, that -------- ------- the encumbrances and restrictions with -------- ------- respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to more restrictive in any material respect than the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (iv4) any such encumbrance or restriction consisting of customary non- assignment or anti-alienation nonassignment provisions in (a) leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder or subletting and (b) licenses or franchises to the extent such provisions restrict the transfer of the license or franchisethereunder; (v5) in the case of clause (diii) aboveof this Section 4.05, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (vi6) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and (vii7) any encumbrance or restriction contained in with respect to any Receivables Subsidiary pursuant to an agreement related to Indebtedness of the terms of any Indebtedness Receivables Subsidiary which is permitted under Section 4.03 or pursuant to any agreement pursuant relating to which such Indebtedness was Incurred if the Board of Directors determines in good faith that any such encumbrance a Financing Disposition to or restriction will not materially affect the Company's ability to pay principal or interest on the Securities when due and such encumbrance or restriction by its terms expressly permits such Restricted Subsidiary, (A) in the absence of a payment default in respect of such Indebtedness or other agreement, to make cash payments to the Company (in any form) sufficient to pay when due all amounts of principal and interest on the Securities and (B) following the occurrence and during the continuance of a payment default in respect of such Indebtedness or other agreement, to resume making cash payments to the Company (in any form) sufficient to pay when due all amounts of principal and interest on the Securities upon the earlier of the cure of such payment default and the lapse of 179 consecutive days following the date when such encumbrance or restriction became operative to prohibit or limit such Restricted Subsidiary from making such payments to the Company; provided, however, that no Restricted Subsidiary shall be -------- ------- affected by the operation of any such encumbrances or restrictions following the occurrence of a payment default on more than one occasion in any consecutive 360-day periodReceivables Subsidiary.

Limitation on Restrictions on Distributions from. Restricted Subsidiaries. The Company shall not, and shall not permit any ------------------------ ----------------------- Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary, (b) Subsidiary or pay any Indebtedness owed to the Company, (cb) make any loans or advances to the Company or (dc) transfer any of its property or assets to the Company, except: (i1) any encumbrance or restriction pursuant to the Senior Discount Notes Indenture, this Indenture, the Exchangeable Preferred Stock or any other an agreement in effect at or entered into on the Issue Date; (ii2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (iii3) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement or instrument referred to in clause (iSection 4.06(1) or (ii2) of this Section 4.05 or this clause (iii3) or contained in any amendment to an agreement or instrument referred to in clause (iSection 4.06(1) or (ii2) of this Section 4.05 or this clause (iii3); provided, however, that -------- ------- the encumbrances and restrictions with respect to -------- ------- such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (iv4) any such encumbrance or restriction consisting of customary non- non assignment or anti-alienation provisions in (a) leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder or subletting and (b) licenses or franchises to the extent such provisions restrict the transfer of the license or franchisethereunder; (v5) in the case of clause (dc) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (vi6) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and; (vii7) any encumbrance or restriction contained existing under or by reason of applicable law; and (8) in the terms case of clause (c) above, any Indebtedness restriction with respect to the distribution of cash or any agreement pursuant to which such Indebtedness was Incurred if the Board of Directors determines in good faith that any such encumbrance or restriction will not materially affect the Company's ability to pay principal or interest other deposits imposed on the Securities when due and such encumbrance or restriction by its terms expressly permits such a Restricted Subsidiary, (A) Subsidiary under a contract entered into in the absence ordinary course of a payment default in respect of such Indebtedness or other agreement, to make cash payments to the Company (in any form) sufficient to pay when due all amounts of principal and interest on the Securities and (B) following the occurrence and during the continuance of a payment default in respect of such Indebtedness or other agreement, to resume making cash payments to the Company (in any form) sufficient to pay when due all amounts of principal and interest on the Securities upon the earlier of the cure of such payment default and the lapse of 179 consecutive days following the date when such encumbrance or restriction became operative to prohibit or limit such Restricted Subsidiary from making such payments to the Company; provided, however, that no Restricted Subsidiary shall be -------- ------- affected by the operation of any such encumbrances or restrictions following the occurrence of a payment default on more than one occasion in any consecutive 360-day periodbusiness.

Limitation on Restrictions on Distributions from. Restricted Subsidiaries. The Company shall not, and shall not permit any ------------------------ Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to (ai) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary, (b) Subsidiary or pay any Indebtedness owed to the Company, (cii) make any loans or advances to the Company or (diii) transfer any of its property or assets to the Company, except: (i1) any encumbrance or restriction pursuant to the Senior Discount Notes Indenture, this Indenture, the Exchangeable Preferred Stock or any other an agreement in effect at or entered into on the Issue Date; (ii2) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary which was entered into on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date; (iii3) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement or instrument referred to in clause (i1) or (ii2) of this Section 4.05 (or effecting a Refinancing of such Refinancing Indebtedness pursuant to this clause (3)) or contained in any amendment to an agreement referred to in clause (1) or (2) of this Section 4.05 or this clause (iii) or contained in any amendment to an agreement or instrument referred to in clause (i) or (ii) of this Section 4.05 or this clause (iii3); provided, -------- however, that -------- the encumbrances and restrictions with respect to such ------- Restricted Subsidiary contained in any such refinancing agreement or amendment are no more restrictive in any material respect than the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Securityholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements; (iv4) any such encumbrance or restriction consisting of customary non- assignment or anti-alienation nonassignment provisions in (a) leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder or subletting and (b) licenses or franchises to the extent such provisions restrict the transfer of the license or franchisethereunder; (v5) in the case of clause (diii) aboveof this Section 4.05, restrictions any restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (vi6) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; and; (vii7) any encumbrance or restriction contained in with respect to any Receivables Subsidiary pursuant to an agreement related to Indebtedness of the terms of any Indebtedness Receivables Subsidiary which is permitted under Section 4.03 or pursuant to any agreement pursuant relating to which such Indebtedness was Incurred if a Financing Disposition to or by the Board of Directors determines in good faith that Receivables Subsidiary; (8) any such encumbrance or restriction will not materially affect with respect to the Company's ability to pay principal disposition or interest distribution of assets or property and contained in joint venture agreements and other similar agreements entered into in the ordinary course of business; and (9) any restriction contained in any agreement or instrument governing Capital Stock (other than Disqualified Stock) of any Restricted Subsidiary that is in effect on the Securities when due and such encumbrance or restriction by its terms expressly permits such Restricted Subsidiary, (A) in the absence of a payment default in respect of such Indebtedness or other agreement, to make cash payments to the Company (in any form) sufficient to pay when due all amounts of principal and interest on the Securities and (B) following the occurrence and during the continuance of a payment default in respect of such Indebtedness or other agreement, to resume making cash payments to the Company (in any form) sufficient to pay when due all amounts of principal and interest on the Securities upon the earlier of the cure of such payment default and the lapse of 179 consecutive days following the date when such encumbrance or restriction became operative to prohibit or limit such Restricted Subsidiary from making such payments to the Company; provided, however, that no Restricted Subsidiary shall be -------- ------- affected is acquired by the operation of any such encumbrances Company or restrictions following the occurrence of a payment default on more than one occasion in any consecutive 360-day periodRestricted Subsidiary.

Limitation on Restrictions on Distributions from. Restricted SubsidiariesRESTRICTED SUBSIDIARIES. The Company shall will not, and shall will not permit any ------------------------ ----------------------- Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness or other obligations owed to the Company or a Restricted Subsidiary, (b) pay any Indebtedness owed to the Company, (c) make any loans or advances to the Company or any Restricted Subsidiary or (dc) transfer any of its property or assets to the CompanyCompany or any Restricted Subsidiary (collectively "Payment Restrictions"), except: (i1) any encumbrance Payment Restriction imposed by or restriction pursuant to the Senior Discount Notes IndentureNew Credit Facility, this the Indenture, the Exchangeable Preferred Stock or Securities and any other agreement in effect at or entered into on the Issue Date; (ii2) any encumbrance or restriction Payment Restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of, or was acquired by by, the Company) and outstanding on such date; (iii3) any encumbrance or restriction Payment Restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement or instrument referred to in clause (iSection 4.05(1) or (ii2) of this Section 4.05 or this clause (iii3) or contained in any amendment to an agreement or instrument referred to in clause (iSection 4.05(1) or (ii2) of this Section 4.05 or this clause (iii3); provided, however, that -------- ------- the encumbrances and restrictions Payment Restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Securityholders holders of the Securities than encumbrances and restrictions those with respect to such Restricted Subsidiary contained in such predecessor agreements; (iv4) any such Payment Restrictions imposed by purchase money Indebtedness for property acquired in the ordinary course of business that only impose limitations upon the property acquired or proceeds therefrom; (5) in the case of Section 4.03(c) above, any encumbrance or restriction Payment Restriction consisting of (i) customary non- non-assignment or anti-alienation provisions in (a) leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder or subletting and (bii) licenses customary non-assignment provisions of any contract or franchises to the extent such provisions restrict the transfer of the license or franchiselicensing agreement; (v) in the case of clause (d) above, restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; (vi6) any restriction Payment Restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all any material portion of the Capital Stock or assets of such Restricted Subsidiary; (7) any Payment Restriction imposed by the terms of Indebtedness permitted to be incurred by a Foreign Restricted Subsidiary pending the closing of such sale or dispositionpursuant to Section 4.03(b)(2); and (vii) 8) any encumbrance Payment Restriction imposed by applicable law or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was Incurred if the Board of Directors determines in good faith that any such encumbrance or restriction will not materially affect the Company's ability to pay principal or interest on the Securities when due and such encumbrance or restriction by its terms expressly permits such Restricted Subsidiary, (A) in the absence of a payment default in respect of such Indebtedness or other agreement, to make cash payments to the Company (in any form) sufficient to pay when due all amounts of principal and interest on the Securities and (B) following the occurrence and during the continuance of a payment default in respect of such Indebtedness or other agreement, to resume making cash payments to the Company (in any form) sufficient to pay when due all amounts of principal and interest on the Securities upon the earlier of the cure of such payment default and the lapse of 179 consecutive days following the date when such encumbrance or restriction became operative to prohibit or limit such Restricted Subsidiary from making such payments to the Company; provided, however, that no Restricted Subsidiary shall be -------- ------- affected by the operation of any such encumbrances or restrictions following the occurrence of a payment default on more than one occasion in any consecutive 360-day periodgovernmental regulation.