Common use of Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries Clause in Contracts

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital Stock, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to the Company or any other Restricted Subsidiary, or (d) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any agreement or instrument in effect on the Issue Date and listed on Schedule D attached to this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or 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, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) above, so long as such encumbrances or restrictions are no less favorable in any material respect to the Company or any Restricted Subsidiary than those contained in the respective agreement as in

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital Stock, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to the Company or any other Restricted Subsidiary, or (d) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any agreement or instrument in effect on the Issue Date and listed on Schedule D attached to this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or 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, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) above, so long as such encumbrances or restrictions are no less favorable in any material respect to the Company or any Restricted Subsidiary than those contained in the respective agreement as intype

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will Shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary to (ai) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital Stock, (bii) pay any Indebtedness Debt owed to the Company RFR or any other Restricted Subsidiary, (ciii) make loans or advances to the Company to, or any investment in, RFR or any other Restricted Subsidiary, or (div) transfer any of its properties or assets to the Company RFR or any other Restricted SubsidiarySubsidiary (collectively, “Payment Restrictions”), except in all such cases for such encumbrances or restrictions existing under or by reason of (iA) applicable law, rules or regulations, or any order or ruling by any Governmental Authority; (B) any agreement or instrument in effect at or entered into on the Issue Closing Date (including, without limitation, this Agreement, the Installment Note Agreement and listed on other agreements described in Schedule D attached to this Indenture, 5.04(e)); (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iiiC) customary non-assignment provisions of any contract, license or any lease governing a leasehold interest of the Company RFR or any Restricted Subsidiary, ; (D) customary restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (E) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iv) above on the property so acquired; (F) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for a sale of all or substantially all the Capital Stock or assets of such Restricted Subsidiary, to the extent such sale is permitted by this Agreement; (G) any agreement or other instrument governing Debt, Preferred Stock or Redeemable Capital Stock of a Person acquired by the Company RFR or any Restricted Subsidiary (or of a Restricted Subsidiary of such Person) in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property properties, assets or assets Subsidiaries of the Person, so acquired, ; (vH) any mortgage provisions contained in agreements or other Lien on real property acquired instruments relating to Debt or improved by Preferred Stock which prohibit the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition transfer of all or substantially all of the Company's Capital Stock in, assets of the obligor or substantially all issuer thereunder unless the assets of, transferee shall assume the obligations of the obligor or issuer under such Restricted Subsidiary, agreement or instrument; or (viiI) encumbrances or restrictions contained in any agreement or instrument governing RFR Permitted Refinancing Debt; provided that the refinancing encumbrances or restrictions of Indebtedness incurred under the agreements listed on Schedule B attached type referred to this Indenture or described in clause (vi), (ii), (iii) or (iv) above, so long as contained in such encumbrances or restrictions agreement governing such RFR Permitted Refinancing Debt are no less favorable in any material respect to the Company or any Restricted Subsidiary more restrictive (taken as a whole) than those contained in the respective agreement as ingoverning the Debt being refinanced.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind kind, on the ability of any Restricted Subsidiary to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions distribution on its Capital Stock to the Company Issuer or any other Restricted Subsidiary on or in respect of its Capital StockSubsidiary, (bii) pay any Indebtedness owed to the Company Issuer or any other Restricted Subsidiary, (ciii) make loans or advances to any Investment in the Company Issuer or any other Restricted Subsidiary, Subsidiary or (div) transfer any of its properties property or assets to the Company Issuer or any other Restricted Subsidiary, except in all such cases for such encumbrances (a) any encumbrance or restrictions restriction existing under or by reason of applicable law; (ib) any agreement encumbrance or instrument in effect on the Issue Date and listed on Schedule D attached to this Indenture, (ii) applicable law restriction existing under or regulation (including corporate governance provisions required by applicable law and regulations reason of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company Issuer, or any Restricted Subsidiary, ; (ivc) any restriction pursuant to an agreement in effect at or other instrument entered into on the Closing Date; (d) any restriction, with respect to a Restricted Subsidiary that is not a Subsidiary on the Closing Date, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; (e) any restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the restrictions in the foregoing clauses (c) and (d), provided that the terms and conditions of a Person acquired by any such restrictions are not materially less favorable to the Company Holders than those under or pursuant to the agreement so extended, renewed, refinanced or replaced (in the opinion of the Board of Directors of the Issuer whose determination shall be conclusive); (f) 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 Issuer or any Restricted Subsidiary in existence at any manner material to the time of such acquisition (but not created in contemplation thereof), which encumbrance or 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, (v) any mortgage or other Lien on real property acquired or improved by the Company Issuer or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in Subsidiary; (d) above with respect to such real property, (vig) with respect to a Restricted Subsidiary, Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock inof, or substantially all the property and assets of, such Restricted Subsidiary, ; or (viih) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) above, so long as such encumbrances or restrictions are no less favorable in any material respect to the Company or any Restricted Subsidiary than those contained in the respective terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings (as indetermined by the Issuer) and (C) the Issuer determines that any such encumbrance or restriction will not materially affect the Issuer's ability to make principal or interest payments on the Notes.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital StockStock or any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness owed to the Company or any other Restricted SubsidiarySubsidiary of the Company, (c) make loans or advances to the Company or any other Restricted SubsidiarySubsidiary of the Company, or (d) transfer any of its properties or assets to the Company or any other Restricted SubsidiarySubsidiary of the Company or (e) guarantee any Indebtedness of the Company or any other Restricted Subsidiary of the Company, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) applicable law or any agreement applicable rule, regulation or instrument in effect on the Issue Date and listed on Schedule D attached to this Indentureorder, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted SubsidiarySubsidiary of the Company, (iii) customary restrictions on transfers of property subject to a Lien permitted under this Indenture, (iv) the New Credit Agreement as in effect on the Issue Date, (v) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary of the Company in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or 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, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) aboveeither case, so long as such encumbrances encumbrance or restrictions restriction, by its terms, terminates on the earlier of the termination of such agreement or the consummation of such agreement and so long as such restriction applies only to the Capital Stock or assets to be sold), (vii) any agreement in effect on the Issue Date, (viii) this Indenture and the Guarantees, and (ix) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided that the terms and conditions of any such agreement are no not materially less favorable in any material to the Holders of the Securities with respect to the Company or any Restricted Subsidiary such dividend and payment restrictions than those contained in under or pursuant to the respective agreement as inamended, extended, refinanced, renewed or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise enter into or cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay 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 to the extent owned by the Company or any Restricted Subsidiary on or in respect of its Capital StockSubsidiary, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to any Investment in the Company or any other Restricted Subsidiary, Subsidiary or (d) transfer any of its properties or assets to the Company or to any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any agreement encumbrance or instrument restriction in effect existence on the Issue Date and listed on Schedule D attached to this IndentureDate, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of provisions, (iii) any lease encumbrances or restriction pertaining to an asset subject to a Lien to the extent set forth in the security documentation governing a leasehold interest of the Company or any Restricted Subsidiarysuch Lien, (iv) any agreement encumbrance or other instrument of restriction applicable to a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but that it becomes a Restricted Subsidiary that is not created in contemplation thereof), which encumbrance or 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, (v) any mortgage encumbrance or other Lien on real property acquired restriction existing under any agreement that refinances or improved replaces an agreement containing a restriction permitted by clause (iv) above; provided that the Company terms and conditions of any such encumbrance or any Restricted Subsidiary after restriction are not materially less favorable to the Issue Date that prohibits transfers holders of Notes than those under or pursuant to the type described in (d) above with respect to such real propertyagreement being replaced or the agreement evidencing the Indebtedness refinanced, (vi) with respect to any encumbrance or restriction imposed upon a Restricted Subsidiary, Subsidiary pursuant to an agreement that which has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock inor assets of such Restricted Subsidiary or any Asset Sale to the extent limited to the Capital Stock or assets in question, and (vii) any customary encumbrance or substantially restriction applicable to a Restricted Subsidiary that is contained in an agreement or instrument governing or relating to Permitted Indebtedness contained in any Debt Securities or Permitted Credit Facility; provided that the terms and conditions of any such encumbrance or restriction contained in any Debt Securities are no more restrictive than those contained in this Indenture; provided, further, that (subject to customary net worth, leverage, invested capital and other financial covenants and the absence of default under such agreement or instrument) the provisions of such agreement or instrument permit the payment of interest and principal and mandatory repurchases pursuant to the terms of this Indenture and the Notes and other Indebtedness (other than Subordinated Indebtedness) that is solely an obligation of the Company; and provided, further, that such agreement or instrument may contain customary covenants regarding the merger of or sale of all or any substantial part of the assets of, such of the Company or any Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed customary restrictions on Schedule B attached to this Indenture or described in clause (v) above, so long as such encumbrances or restrictions are no less favorable in any material respect transactions with affiliates and customary subordination provisions governing indebtedness owed to the Company or any Restricted Subsidiary than those contained in the respective agreement as inSubsidiary.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Corporation will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or enter into any agreement with any Person that would cause to become effective effective, any consensual encumbrance or restriction of any kind kind, on the ability of any Restricted Subsidiary to (ai) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary distribution on or in respect of its Capital StockStock or any other interest or participation in, or measured by, its profits, to the Corporation or any other Restricted Subsidiary, (bii) pay any Indebtedness owed to the Company Corporation or any other Restricted Subsidiary, (ciii) make loans or advances to any Investment in the Company Corporation or any other Restricted Subsidiary, Subsidiary or (div) transfer any of its properties or assets to the Company Corporation or any other Restricted Subsidiary, except in all such cases for such encumbrances for: (a) any encumbrance or restrictions restriction existing under or by reason of (i) any agreement or instrument in effect on the Issue Date and listed on Schedule D attached Date; (b) any encumbrance or restriction, with respect to this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations a Person that is not a Restricted Subsidiary of the National Bank of Poland)Corporation on the Issue Date, (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time such Person becomes a Restricted Subsidiary of such acquisition (but the Corporation, and not created incurred in connection with, or in contemplation thereof)of, which encumbrance or restriction is such Person becoming a Restricted Subsidiary; provided, however, that such encumbrances and restrictions are not applicable to the Corporation or any Personother Restricted Subsidiary, or the properties or assets of the Corporation or any Person, other than Restricted Subsidiary; (c) customary provisions restricting the Person, subletting or assignment of any lease or the property or assets assignment of any other contract to which the Person, so acquired, (v) any mortgage or other Lien on real property acquired or improved by the Company Corporation or any Restricted Subsidiary after is a party, which lease or contract is entered into in the Issue Date that prohibits transfers ordinary course of the type described in business consistent with past practice; (d) above with respect any encumbrance or restriction contained in contracts for (x) sales of assets or stock permitted by Section 2.07 of this First Supplemental Indenture or (y) the purchase of assets or stock which arises out of an earn-out or similar arrangement; provided that, in each case, such encumbrance or restriction relates only to assets being purchased or sold pursuant to the contract containing such encumbrances or restriction; (e) any encumbrance or restriction customarily contained in any security agreement or mortgage which security agreement or mortgage creates a Lien permitted under this Indenture; provided that such encumbrance or restriction relates only to assets subject to such real propertyLien; and (f) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a), (vib), (c) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock inand (e), or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to in this Indenture or described in clause (v) abovef), so long as provided that the terms and conditions of any such encumbrances or restrictions are no less favorable not more restrictive in any material respect than those under or pursuant to the Company agreement so extended, renewed, refinanced or any Restricted Subsidiary than those contained in the respective agreement as inreplaced.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company or any other Restricted Subsidiary on or in respect of its Capital StockStock or with respect to any other interest or participation in, (b) or measured by, its profits, or pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (cii) make loans or advances to the Company or any other Restricted Subsidiary, or (diii) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (ia) any agreement or instrument the Credit Agreement as in effect on the Issue Date Date, and listed on Schedule D attached any amendments, restatements, renewals, replacements or refinancings thereof; provided that such amendments, restatements, renewals, replacement or refinancings are no more restrictive in the aggregate with respect to such dividend and other payment restrictions than those contained in the Credit Agreement (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (iib) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland)law, (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (ivc) any agreement instrument governing Indebtedness or other instrument Capital Stock of a an Acquired Person acquired by the Company or any of its Restricted Subsidiary Subsidiaries as in existence effect at the time of such acquisition (but not created except to the extent such Indebtedness was incurred in contemplation thereofconnection with such acquisition), which encumbrance or ; provided that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, or and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of this Indenture, (d) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property or assets of the Person, so acquired, (vf) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, of such Restricted Subsidiary; provided that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under the covenant described under Section 4.14; and provided, further, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, (viig) Refinancing Indebtedness permitted under this Indenture; provided that the refinancing of Indebtedness incurred under restrictions contained in the agreements listed on Schedule B attached to this Indenture or described in clause (v) above, so long as governing such encumbrances or restrictions Refinancing Indebtedness are no less favorable more restrictive in any material respect to the Company or any Restricted Subsidiary aggregate than those contained in the respective agreement as inagreements governing the Indebtedness being refinanced immediately prior to such refinancing or (h) this Indenture.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company or any Restricted Subsidiary distribution on or in respect of its Capital Stock, (bii) pay any Indebtedness owed to the Company or any other a Restricted SubsidiarySubsidiary of the Company, (ciii) make loans or advances to any Investment in the Company or any other a Restricted Subsidiary, Subsidiary of the Company or (div) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (ia) any encumbrance or restriction pursuant to an agreement or instrument in effect on the Issue Date and listed on Schedule D attached date of this Supplemental Indenture; (b) any encumbrance or restriction, with respect to this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest Restricted Subsidiary that was not a Restricted Subsidiary of the Company or any Restricted Subsidiaryon the date of this Supplemental Indenture, (iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time such Person becomes a Restricted Subsidiary of such acquisition the Company and, in the case of clauses (but a) and (b), not created incurred in connection with, or in contemplation thereof)of, which such Person becoming a Restricted Subsidiary; (c) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a) and (b), or in this clause (c), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the holders of the Notes than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced (except that an encumbrance or restriction that is not applicable to more restrictive than those set forth in this Supplemental Indenture and the Indenture shall in any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in event be permitted hereunder); and (d) above with respect any encumbrance or restriction created pursuant to such real propertyan asset sale agreement, (vi) with respect stock sale agreement or similar instrument pursuant to a Restricted Subsidiary, which an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred Asset Sale permitted under the agreements listed on Schedule B attached Section 4.14 is to this Indenture or described in clause (v) abovebe consummated, so long as such encumbrances restriction or restrictions are no less favorable in any material respect to encumbrance shall be effective only for a period from the Company execution and delivery of such agreement or any Restricted Subsidiary instrument through a termination date not later than those contained in the respective agreement as in270 days after such execution and delivery.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital StockStock or any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness owed to the Company or any other Restricted SubsidiarySubsidiary of the Company, (c) make loans or advances to the Company or any other Restricted SubsidiarySubsidiary of the Company, or (d) transfer any of its properties or assets to the Company or any other Restricted SubsidiarySubsidiary of the Company or (e) guarantee any Indebtedness of the Company or any other Restricted Subsidiary of the Company, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) applicable law or any agreement applicable rule, regulation or instrument in effect on the Issue Date and listed on Schedule D attached to this Indentureorder, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted SubsidiarySubsidiary of the Company, (iii) customary restrictions on transfers of property subject to a Lien permitted under this Indenture, (iv) the Credit Agreement, as in effect on the Issue Date, (v) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary of the Company in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or 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, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) aboveeither case, so long as such encumbrances encumbrance or restriction, by its terms, terminates on the earlier of the termination of such agreement or the consummation of such agreement and so long as such restriction applies only to the Capital Stock or assets to be sold), (vii) any agreement in effect on the Issue Date, (viii) this Indenture and the Guarantees, (ix) the indentures governing the 9 1/2% Notes, the 8.80% Notes, the 9 1/4% Notes and the 9% Notes, (x) joint venture agreements and other similar agreements entered into in the ordinary course of business that prohibit actions of the type described in clauses (a), (c), (d) and (e) above, (xi) any agreement entered into with respect to a Special Purpose Vehicle in connection with a Securitization Transaction, containing customary restrictions required by the institutional sponsor or arranger of such Securitization Transaction in similar types of documents relating to the purchase of similar assets in connection with the financing thereof, (xii) restrictions relating to Foreign Subsidiaries contained in Indebtedness Incurred pursuant to clause (k) of the definition of "Permitted Indebtedness," and (xiii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses, provided, however, that the terms and conditions of any such agreement are no not materially less favorable in any material to the Holders of the Securities with respect to the Company or any Restricted Subsidiary such dividend and payment restrictions than those contained in under or pursuant to the respective agreement as inamended, extended, refinanced, renewed or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, dividends or make any other distributions to on Capital Stock of any Restricted Subsidiary or any Redeemable Stock of any Restricted Subsidiary owned by the Company or any Restricted Subsidiary on or in respect of its Capital StockSubsidiary, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to any Investment in the Company or any other Restricted Subsidiary, Subsidiary or (d) transfer any of its properties property or assets to the Company or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any encumbrance or restriction pursuant to an agreement or instrument in effect on the Issue Date and listed on Schedule D attached to date of this Indenture, (ii) applicable law any encumbrance or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of restriction with respect to any lease governing person that is not a leasehold interest of the Company or any Restricted Subsidiary, (iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary on the date of this Indenture, in existence at the time of such acquisition (but person becomes a Restricted Subsidiary and not created in connection with, or in contemplation thereof)of, which such person becoming a Restricted Subsidiary so long as such encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, person or the property or assets of any person other than the Personperson becoming a Restricted Subsidiary, (iii) any encumbrance or restriction pursuant to any agreement that extends, refinances, renews or replaces any agreement containing any encumbrance or restriction described in the foregoing clauses (a) and (b), provided, however, that the terms and conditions of any such encumbrance or restriction are not less favorable to the holders of the Securities than those contained in the agreement evidencing the restriction or encumbrance so acquiredextended, refinanced, renewed or replaced, (iv) any encumbrance or restriction arising under law and (v) any mortgage or other Lien on real property acquired or improved by restriction arising under customary non-assignment and non-subletting clauses in leases. Nothing contained in this paragraph shall prevent the Company or any Restricted Subsidiary after from entering into any agreement permitting the Issue Date that prohibits transfers incurrence of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred Liens otherwise permitted under the agreements listed on Schedule B attached to provisions of Section 3.13 of this Indenture or described in clause (v) above, so long as such encumbrances or restrictions are no less favorable in any material respect to the Company or any Restricted Subsidiary than those contained in the respective agreement as inIndenture.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital StockStock or any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness owed to the Company or any other Restricted SubsidiarySubsidiary of the Company, (c) make loans or advances to the Company or any other Restricted SubsidiarySubsidiary of the Company, or (d) transfer any of its properties or assets to the Company or any other Restricted SubsidiarySubsidiary of the Company or (e) guarantee any Indebtedness of the Company or any other Restricted Subsidiary of the Company, except in all such cases 109 for such encumbrances or restrictions existing under or by reason of (i) applicable law or any agreement applicable rule, regulation or instrument in effect on the Issue Date and listed on Schedule D attached to this Indentureorder, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-non- assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted SubsidiarySubsidiary of the Company, (iii) customary restrictions on transfers of property subject to a Lien permitted under this Indenture, (iv) the Credit Facility and the Term Loan, as in effect on the Issue Date, (v) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary of the Company in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or 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, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) aboveeither case, so long as such encumbrances encumbrance or restrictions restriction, by its terms, terminates on the earlier of the termination of such agreement or the consummation of such agreement and so long as such restriction applies only to the Capital Stock or assets to be sold), (vii) any agreement in effect on the Issue Date, (viii) this Indenture and the Guarantees, (ix) the indentures governing the 93% Notes, the 92% Notes and the 8.80% Notes and (x) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses, provided that -------- ---- the terms and conditions of any such agreement are no not materially less favorable in any material to the Holders of the Securities with respect to the Company or any Restricted Subsidiary such dividend and payment restrictions than those contained in under or pursuant to the respective agreement as inamended, extended, refinanced, renewed or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Publishing will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, dividends or make any other distributions distribution on its Capital Stock to the Company Publishing or any other Restricted Subsidiary on or in respect of its Capital StockSubsidiary, (b) pay any Indebtedness owed to the Company Publishing or any other Restricted Subsidiary, (c) make loans or advances to the Company or any other Restricted Subsidiary, Investment in Publishing or (d) transfer any of its properties or assets to the Company Publishing or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any agreement encumbrance or instrument restriction pursuant to or in connection with the New Bank Credit Facility or the FDTH Bank Credit Facility as in effect on the Issue Date and listed date of this Indenture or any other agreement in effect on Schedule D attached to the date of this IndentureIndenture (including the AP-91 Senior Notes), (ii) applicable law any encumbrance or regulation (including corporate governance provisions required by applicable law restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of Publishing on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary of Publishing and regulations of the National Bank of Poland)not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, (iii) any encumbrance or restriction pursuant to or in connection with documents existing or securing any Foreign Subsidiary Indebtedness that is not materially more restrictive than the terms of any such restrictions existing on the date of the Indenture or the date such Subsidiary becomes a Restricted Subsidiary, as determined in good faith by an officer of Publishing, (iv) encumbrances or restrictions entered into by Southam in connection with Indebtedness of Southam Incurred at a time when Southam is a Public Entity, (v) encumbrances or restrictions contained in the terms of any Mirror Preferred, provided that such Mirror Preferred continues to quality as such under the definition thereof, (vi) customary non-provisions restricting subletting or assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (iv) any agreement or other instrument of a Person acquired by the Company Publishing or any Restricted Subsidiary in existence at the time of such acquisition and (but not created in contemplation thereof), which vii) any encumbrance or restriction is not applicable to existing under any Personagreement that extends, renews, refinances or replaces the properties agreements containing the encumbrances or assets of any Personrestrictions in the foregoing clauses (i), (ii) and (iii) (other than the Person, or covenants in the property or assets AP-91 Senior Notes); provided that the terms and conditions of the Person, so acquired, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) above, so long as such encumbrances or restrictions are no not materially less favorable in any material respect to the Company or any Restricted Subsidiary Holders than those contained in under or pursuant to the respective agreement as inevidencing the Indebtedness so extended, renewed, refinanced or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital StockStock or any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness owed to the Company or any other Restricted SubsidiarySubsidiary of the Company, (c) make loans or advances to the Company or any other Restricted SubsidiarySubsidiary of the Company, or (d) transfer any of its properties or assets to the Company or any other Restricted SubsidiarySubsidiary of the Company or (e) guarantee any Indebtedness of the Company or any other Restricted Subsidiary of the Company, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any agreement or instrument in effect on the Issue Date and listed on Schedule D attached to this Indentureapplicable law, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted SubsidiarySubsidiary of the Company, (iviii) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary of the Company in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or 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, (iv) any agreement in existence on the Closing Date (to the extent of any encumbrances or restrictions in existence thereunder on the Closing Date) and (v) any mortgage agreement providing for the incurrence of Indebtedness of Restricted Subsidiaries pursuant to either clause (x) of paragraph (b) of Section 1010 or other Lien on real property acquired or improved by clause (vii) of the Company or definition of Permitted Subsidiary Indebtedness; provided that any Restricted Subsidiary after the Issue Date (including, without limitation, FEEL) that prohibits transfers of the type described in (d) above with respect becomes subject to any such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale encumbrances or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached restrictions pursuant to this Indenture or described in clause (v) above, so long as such encumbrances or restrictions are no less favorable shall Guarantee the Securities in any material respect to compliance with the Company or any Restricted Subsidiary than those contained in the respective agreement as inprovisions of paragraph (b) and clauses (i) and (ii) of paragraph (a) of Section 1017.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, indirectly create or otherwise enter into or cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary to (a) pay 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 to the Company extent owned by the Borrower or any Restricted Subsidiary on or in respect of its Capital StockSubsidiary, (b) pay any Indebtedness owed to the Company Borrower or any other Restricted Subsidiary, (c) make loans or advances to any Investment in the Company Borrower or any other Restricted Subsidiary, Subsidiary or (d) transfer any of its properties or assets to the Company Borrower or to any other Restricted Subsidiary, except for (in all such cases for such encumbrances or restrictions existing under or by reason of each case except as otherwise noted in the following clause (ii)) (i) any agreement encumbrance or instrument restriction contained in effect this Agreement or in existence on the Issue Date and listed on Schedule D attached to this IndentureEffective Date, (ii) applicable law any encumbrance or regulation restriction existing under agreements relating to an Investment in an ISP (including corporate governance provisions required by applicable law which in the case of clauses (a) and regulations (b) shall not be permitted in the case of ISPs that are Restricted Subsidiaries) to the National Bank of Poland)extent consistent with past practice, (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiaryprovisions, (iv) any agreement encumbrances or other instrument of restriction pertaining to an asset subject to a Person acquired by Lien to the Company extent set forth in the security documentation governing such Lien, (v) any encumbrance or any restriction applicable to a Restricted Subsidiary in existence at the time of such acquisition (but that it becomes a Restricted Subsidiary that is not created in contemplation thereof), which encumbrance or 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, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect any encumbrance or restriction existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause (v) above; provided that the terms and conditions of any such encumbrance or restriction are not materially less favorable to the Lenders than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinanced and (vii) any encumbrance or restriction imposed upon a Restricted Subsidiary, Subsidiary pursuant to an agreement that which has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, of such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture Subsidiary or described in clause (v) above, so long as such encumbrances or restrictions are no less favorable in any material respect Asset Sale to the Company extent limited to the Capital Stock or any Restricted Subsidiary than those contained assets in the respective agreement as inquestion.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to to: (ai) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital Stock, Stock to the Company or any other Restricted Subsidiary; (bii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, ; (ciii) make loans or advances to an investment in the Company or any other Restricted Subsidiary, ; or (div) transfer any of its properties or assets Properties to the Company or any other Restricted Subsidiary, except in all such cases each instance for such encumbrances or restrictions existing under or by reason of pursuant to: (ia) any agreement or instrument in effect on the Issue Date and listed on Schedule D attached to this Indenture, the 1997 Indenture, or the Credit Facility; (iib) applicable law or regulation (including corporate governance provisions required by applicable law and regulations any other agreement in effect as of the National Bank date of Poland), this Indenture; (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (ivc) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any other Person, or the properties or assets Properties of any other Person, other than the Person, Person or the property or assets Properties of the Person, so acquired, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in ; (d) above customary restrictions in leases and licenses relating to the Property covered thereby and entered into in the ordinary course of business; or (e) any agreement that extends, renews, refinances or replaces the agreements containing restrictions in the foregoing clauses (a) through (d), provided that in the case of such agreements referenced in clauses (b) through (d) above, the terms and conditions of any such restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced, and except with respect to such real propertyclause (iv) only, (vi1) with respect to a Restricted Subsidiary, an agreement that has been entered into for restrictions in the sale or disposition form of all or substantially all Liens which are not prohibited under Section 10.15 and which contain customary ------------- limitations on the transfer of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, collateral and (vii2) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) above, so long as such encumbrances or customary restrictions are no less favorable in any material respect to the Company or any Restricted Subsidiary than those contained in asset sale agreements limiting the respective agreement as intransfer of such assets pending the closing of such sale.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital Stock, (b) pay or make payments on any Indebtedness owed owed, to the Company or any other Restricted Subsidiary, (cb) to make loans or advances to the Company or any other Restricted Subsidiary, Subsidiary or (dc) to transfer any of its properties or assets Property to the Company or any other Restricted SubsidiarySubsidiary (any such restrictions being collectively referred to herein as a "Payment Restriction"), except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any agreement customary provisions restricting subletting or instrument in effect on the Issue Date and listed on Schedule D attached to this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business, (ivii) any agreement or other instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any other Person, other than the Person, or the property or assets Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition, (viii) any mortgage instrument governing Indebtedness or other Lien Disqualified Capital Stock of a Restricted Subsidiary that is not a Guarantor, provided that such Indebtedness or Disqualified Capital Stock is permitted under Section 6.9 or (iv) the Bank Credit Facility as in effect on real property acquired or improved by the Company date of this Supplemental Indenture or any Restricted Subsidiary after agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Issue Date Bank Credit Facility, provided that prohibits transfers the terms and conditions of any Payment Restriction thereunder are not materially less favorable to the Holders of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred Securities than those under the agreements listed Bank Credit Facility as in effect on Schedule B attached to the date of this Indenture or described in clause (v) above, so long as such encumbrances or restrictions are no less favorable in any material respect to the Company or any Restricted Subsidiary than those contained in the respective agreement as inSupplemental Indenture.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise enter into or cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital StockStock or any other interest or participation in, or measured by, its profits to the extent owned by the Company or any Restricted Subsidiary, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to any Investment in the Company or any other Restricted Subsidiary, Subsidiary or (d) transfer any of its properties or assets to the Company or to any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any agreement encumbrance or instrument in effect restriction existing on the Issue Date and listed on Schedule D attached to this IndentureDate, (ii) any encumbrance or restriction applicable law or regulation (including corporate governance provisions required by applicable law and regulations of to a Restricted Subsidiary at the National Bank of Poland)time that it becomes a Restricted Subsidiary that is not created in contemplation thereof, (iii) customary non-assignment provisions any encumbrance or restriction existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause (i) or (ii) above; provided that the terms and conditions of any lease governing a leasehold interest such encumbrance or restriction are not materially less favorable to the holders of Securities than those under or pursuant to the Company agreement being replaced or any Restricted Subsidiarythe agreement evidencing the Indebtedness refinanced, (iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or 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, (v) any mortgage or other Lien on real property acquired or improved by the Company or any imposed upon a Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect pursuant to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary and (v) any customary encumbrance or restriction applicable to a Restricted Subsidiary that is contained in an agreement or instrument governing or relating to Indebtedness contained in any Senior Bank Facility or Vendor Credit Facility; provided that the provisions of such agreement permit the payment of interest and principal and mandatory repurchases pursuant to the terms of this Indenture and the Securities and other Indebtedness that is solely an obligation of the Company's Capital Stock in, but provided further that such agreement may nevertheless contain customary net worth, leverage, invested capital and other financial covenants, customary covenants regarding the merger of or substantially sale of all or any substantial part of the assets of, such of the Company or any Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed customary restrictions on Schedule B attached to this Indenture or described in clause (v) abovetransactions with affiliates, so long as such encumbrances or restrictions are no less favorable in any material respect and customary subordination provisions governing indebtedness owed to the Company or any Restricted Subsidiary than those contained in the respective agreement as inSubsidiary.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital Stock, (b) pay or make payments on any Indebtedness owed owed, to the Company or any other Restricted Subsidiary, (cb) to make loans or advances to the Company or any other Restricted Subsidiary, Subsidiary or (dc) to transfer any of its properties or assets Property to the Company or any other Restricted SubsidiarySubsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”), except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any agreement customary provisions restricting subletting or instrument in effect on the Issue Date and listed on Schedule D attached to this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business; (ivii) any agreement or other instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any other Person, other than the Person, or the property or assets Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (iii) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor, provided that (x) such Indebtedness or Disqualified Capital Stock is permitted under Section 9.12 and (y) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Bank Credit Facility and the Indenture as in effect on the Issue Date; (iv) the Bank Credit Facility as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Bank Credit Facility, provided that the terms and conditions of any Payment Restriction thereunder are not materially more restrictive than the Payment Restrictions contained in the Bank Credit Facility as in effect on the date of Issue Date; (v) any mortgage this Indenture, the Notes and the Subsidiary Guarantees; or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of indenture governing the Company's Capital Stock in, or substantially all the assets of’s existing 6-7/8% Senior Notes due 2012, such Restricted SubsidiarySenior Notes and any subsidiary guarantees thereof, (vii) in each case as in effect on the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) above, so long as such encumbrances or restrictions are no less favorable in any material respect to the Company or any Restricted Subsidiary than those contained in the respective agreement as inIssue Date.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to to: (ai) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital Stock, Stock to the Company or any other Restricted Subsidiary; (bii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, ; (ciii) make loans or advances to an investment in the Company or any other Restricted Subsidiary, ; or (div) transfer any of its properties or assets Properties to the Company or any other Restricted Subsidiary, except in all such cases each instance for such encumbrances or restrictions existing pursuant to: (a) the Indenture, the Notes, the 2004 Credit Facility, the Second Lien Term Loan Agreement or any other Credit Facility, provided, however, that, in the case of encumbrances or restrictions pursuant to any Credit Facility other than the 2004 Credit Facility or the Second Lien Term Loan Agreement, the encumbrances or restrictions under such Credit Facility shall not be materially more disadvantageous to the holders of the Notes than the encumbrances or by reason of restrictions under the 2004 Credit Facility or the Second Lien Term Loan Agreement; (ib) any agreement or instrument in effect on the Issue Date and listed on Schedule D attached to this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations as of the National Bank of Poland), date hereof; (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (ivc) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)) of a Person acquired by the Company or any Restricted Subsidiary, which encumbrance or restriction is not applicable to any other Person, or the properties or assets Properties of any other Person, other than the Person, Person or the property or assets Properties of the Person, so acquired, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in ; (d) above with respect customary restrictions in leases and licenses relating solely to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been the Property covered thereby and entered into in the ordinary course of business; (e) any agreement for the sale or other disposition of all a Restricted Subsidiary or substantially all its assets that restricts transactions by the Restricted Subsidiary pending its disposition, provided that any encumbrances or restrictions pursuant to such agreement by their terms lapse no later than 180 days after the date of such agreement; (f) provisions in joint venture or other similar agreements entered into in the Company's Capital Stock inordinary course of business that restrict the right of participants to dispose or distribute assets as properties owned by the joint venture or other entity; (g) provisions in agreements entered into with respect to Liens that limit our ability or the ability of any Restricted Subsidiary to dispose of assets subject to the Liens; or (h) any agreement that extends, renews, refinances or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under replaces the agreements listed on Schedule B attached to this Indenture containing the restrictions in the foregoing clauses (a) through (g); provided that in the case of such agreements that extend, renew, refinance or described in clause (v) abovereplace agreements so described, so long as the terms and conditions of any such encumbrances or restrictions are no less favorable in any material respect to the Company or any Restricted Subsidiary holders of the Notes than those contained in under or pursuant to the respective agreement as inevidencing such Indebtedness so extended, renewed, refinanced or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise enter into or cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary to (a) pay 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 to the extent owned by the Company or any Restricted Subsidiary on or in respect of its Capital StockSubsidiary, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to any Investment in the Company or any other Restricted Subsidiary, Subsidiary or (d) transfer any of its properties or assets to the Company or to any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any agreement encumbrance or instrument restriction in effect existence on the Issue Date and listed set forth on Schedule D attached to this Indenture5.20, (ii) applicable law any encumbrance or regulation (including corporate governance provisions required by applicable law restriction set forth in any First-Lien Credit Document and regulations any other Indebtedness of the National Bank type described in clauses (i) (ii) or (vii) of Poland)the definition of the term “Indebtedness” so long as such encumbrances and restrictions are not materially less favorable to the Holders than those under the First-Lien Credit Documents, (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiaryprovisions, (iv) any agreement encumbrance or other instrument of restriction pertaining to an asset subject to a Person acquired by Lien to the Company extent set forth in the security documentation governing such Lien, (v) any encumbrance or any restriction applicable to a Restricted Subsidiary in existence at the time of such acquisition (but that it becomes a Restricted Subsidiary that is not created in contemplation thereof), which encumbrance or 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, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect any encumbrance or restriction existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause (iv) above; provided that the terms and conditions of any such encumbrance or restriction are not materially less favorable to the Holders than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinanced, (vii) any encumbrance or restriction imposed upon a Restricted Subsidiary, Subsidiary pursuant to an agreement that which has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock inor assets of such Restricted Subsidiary or any Asset Sale to the extent limited to the Capital Stock or assets in question, and (viii) any customary encumbrance or substantially restriction applicable to a Restricted Subsidiary that is contained in an agreement or instrument governing or relating to Indebtedness permitted to be incurred by one or more Restricted Subsidiaries hereunder; provided that (subject to customary net worth, leverage, invested capital and other financial covenants) the provisions of such agreement permit the payment of interest and principal and mandatory repurchases pursuant to the terms of this Indenture and the Notes and other indebtedness that is solely an obligation of the Company; provided further that such agreement may contain customary covenants regarding the merger of or sale of all or any substantial part of the assets of, such of the Company or any Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed customary restrictions on Schedule B attached to this Indenture or described in clause (v) abovetransactions with affiliates, so long as such encumbrances or restrictions are no less favorable in any material respect and customary subordination provisions governing indebtedness owed to the Company or any Restricted Subsidiary than those contained in the respective agreement as inSubsidiary.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Neither the Issuers or the Company will notwill, and the Company will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, dividends or make any other distributions distribution on its Capital Stock to the Issuers or the Company or any other Restricted Subsidiary on or in respect of its Capital StockSubsidiary, (b) pay any Indebtedness owed to the Issuers or the Company or any other Restricted Subsidiary, (c) make loans any Investment in the Issuers or advances to the Company or any other Restricted Subsidiary, or (d) transfer any of its properties or assets to the Issuers or the Company or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any agreement encumbrance or instrument restriction pursuant to or in connection with the Bank Credit Facility or the Securities as in effect on the Issue Date and listed on Schedule D attached to this IndentureDate, (ii) applicable law any encumbrance or regulation (including corporate governance provisions required by applicable law and regulations restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the National Bank Company on the date of Poland)this Indenture that is in existence at the time such Person becomes a Restricted Subsidiary of the Company and not Incurred in connection with, or in contemplation, of, such Person becoming a Restricted Subsidiary, (iii) customary non-provisions restricting subletting or assignment provisions of any lease governing a leasehold interest of the Company Issuers or any Restricted Subsidiary, (iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition and (but not created in contemplation thereof), which iv) any encumbrance or restriction is not applicable to existing under any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to agreement effecting a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing Refinancing of Indebtedness incurred under the agreements listed on Schedule B attached referred to this Indenture or described in clause (vi), (ii) above, so long as or (iii) above or this clause (iv); provided that the terms and conditions of any such encumbrances or restrictions are no not materially less favorable in any material respect to the Company or any Restricted Subsidiary Holders than those contained in under or pursuant to the respective agreement as inevidencing such Refinancing Indebtedness so extended, renewed, refinanced or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (ai) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary distribution on or in respect of its Capital Stock, (bii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (ciii) make any loans or advances to to, or Investments in, the Company or any other Restricted Subsidiary, Subsidiary or (div) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except in any such case (1) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date; (2) any encumbrance or restriction, with respect to a Person that becomes a Restricted Subsidiary after the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary (other than as consideration in, 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 cases for Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company or another Restricted Subsidiary); (3) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (1) and (2), or in this clause (3), PROVIDED that the terms and conditions of any such encumbrances or restrictions existing are (A) not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement so extended, renewed, refinanced or replaced (as determined in good faith by reason of the Company) and (iB) with respect to any agreement or instrument relating to any Indebtedness, no more restrictive in any material respect than the encumbrances and restrictions contained in the Credit Facilities as in effect on the Issue Date and listed on Schedule D attached (as determined in good faith by the Company); (4) any encumbrance or restriction created pursuant to an asset sale agreement, stock sale agreement or similar instrument pursuant to which a bona-fide Asset Sale, the proceeds of which are applied as provided in this Indenture, (ii) applicable law is to be consummated, so long as such restriction or regulation (including corporate governance provisions required by applicable law encumbrance shall apply only to the assets subject to such Asset Sale and regulations shall be effective only for a period from the execution and delivery of such agreement or instrument through the earlier of the National Bank consummation of Poland), such Asset Sale or the termination of such agreement or instrument; (iii5) customary non-assignment nonassignment provisions of any lease governing a any leasehold interest of the Company or any Restricted Subsidiary, Subsidiaries; (iv6) to the extent required by this Indenture; (7) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not existing under or by reason of 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, law; (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) 8) with respect to a Restricted Subsidiary, any encumbrance or restriction imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, of such Restricted Subsidiary, ; and (vii9) purchase money obligations for property acquired in the refinancing ordinary course of Indebtedness incurred under business that impose restrictions of the agreements listed on Schedule B attached type referred to this Indenture or described in clause (viv) above, so long as such encumbrances or restrictions are no less favorable in any material respect to the Company or any Restricted Subsidiary than those contained in the respective agreement as in.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital StockStock to the Company or any other Restricted Subsidiary, (b) pay any Indebtedness owed to the Company or any other Restricted SubsidiarySubsidiary of the Company, (c) make loans or advances to the Company or any other Restricted SubsidiarySubsidiary of the Company, or (d) transfer any of its properties or assets to the Company or any other Restricted SubsidiarySubsidiary of the Company or (e) guarantee any Indebtedness of the Company or any other Restricted Subsidiary of the Company, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) applicable law or any agreement applicable rule, regulation or instrument in effect on the Issue Date and listed on Schedule D attached to this Indentureorder, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted SubsidiarySubsidiary of the Company, (iii) customary restrictions on transfers of property subject to a Lien permitted under this Indenture (including purchase money Liens permitted under this Indenture), (iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or 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, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) aboveeither case, so long as such encumbrance or restriction, by its terms, terminates on the earlier of the termination of such agreement or the consummation of such agreement and so long as such restriction applies only to the Capital Stock or assets to be sold), (vi) any agreement in effect on the Issue Date, (vii) this Indenture and the Guarantees, and (viii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided that the terms and conditions of any such agreement are not materially less favorable to the Holders of the Securities with respect to such encumbrances or restrictions are no less favorable in any material respect than those under or pursuant to the Company agreement amended, extended, refinanced, renewed or any Restricted Subsidiary than those contained in the respective agreement as inreplaced.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital Stock, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to Investments in the Company or any other Restricted Subsidiary, or (d) transfer any of its properties or assets to the Company or any other Restricted Subsidiary or (e) guarantee any Indebtedness of the Company or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any agreement or instrument in effect on the Issue Date and listed on Schedule D attached to this IndentureDate, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland)law, (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or 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, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed existing on Schedule B attached to this Indenture or described in clause (v) abovethe Issue Date, so long as such encumbrances or restrictions are no less favorable in any material respect to the Company or any Restricted Subsidiary than those contained in the respective agreement as inin effect on the Issue Date, (vi) restrictions contained in any security agreement (including a capital lease obligation) securing Indebtedness of the Company or a Restricted Subsidiary otherwise permitted under this Indenture, (vii) customary nonassignment provisions entered into in the ordinary course of business in leases and other agreements, (viii) any restriction with respect to a Restricted Subsidiary of the Company entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary made in accordance with Section 1015, (ix) pursuant to this Indenture and the Notes or (x) any agreement or instrument governing or relating to Indebtedness under any senior commercial bank facility (each, a "Bank Facility") if such encumbrance or restriction applies only to (A) amounts which at any point in time (other than during such periods as are described in the following clause (B)) (1) exceed amounts due and payable (or which are to become due and payable within 30 days) in respect of the Notes or this Indenture for interest, premium and principal or (2) if paid, would result in an event described in the following clause (B) of this sentence, or (B) during the pendency of any event that causes, permits or, after notice or lapse of time, would cause or permit the holder(s) of Indebtedness governed by such Bank Facility to declare such Indebtedness to be immediately due and payable or to require cash collateralization or cash cover for such Indebtedness for so long as such cash collateralization or cash cover has not been provided.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company or any Restricted Subsidiary distribution on or in respect of its Capital Stock, (bii) pay any Indebtedness owed to the Company or any other a Restricted SubsidiarySubsidiary of the Company, (ciii) make loans or advances to any Investment in the Company or any other a Restricted Subsidiary, Subsidiary of the Company or (div) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (ia) any encumbrance or restriction pursuant to an agreement or instrument in effect on the Issue Date and listed date of this Indenture; (b) any encumbrance or restriction, with respect to a Restricted Subsidiary that was not a Restricted Subsidiary of the Company on Schedule D attached to the date of this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time such Person becomes a Restricted Subsidiary of such acquisition the Company and, in the case of clauses (but a) and (b), not created incurred in connection with, or in contemplation thereof)of, which such Person becoming a Restricted Subsidiary; (c) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (a) and (b), or in this clause (c), provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the holders of the Notes than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced (except that an encumbrance or restriction that is not applicable to more restrictive than those set forth in this Indenture shall in any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in event be permitted hereunder); and (d) above with respect any encumbrance or restriction created pursuant to such real propertyan asset sale agreement, (vi) with respect stock sale agreement or similar instrument pursuant to a Restricted Subsidiary, which an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred Asset Sale permitted under the agreements listed on Schedule B attached Section 4.14 is to this Indenture or described in clause (v) abovebe consummated, so long as such encumbrances restriction or restrictions are no less favorable in any material respect to encumbrance shall be effective only for a period from the Company execution and delivery of such agreement or any Restricted Subsidiary instrument through a termination date not later than those contained in the respective agreement as in270 days after such execution and delivery.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital Stock, (b) pay or make payments on any Indebtedness owed owed, to the Company or any other Restricted Subsidiary, (cb) to make loans or advances to the Company or any other Restricted Subsidiary, Subsidiary or (dc) to transfer any of its properties or assets Property to the Company or any other Restricted SubsidiarySubsidiary (any such restrictions being collectively referred to herein as a "Payment Restriction"), except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any agreement customary provisions restricting subletting or instrument in effect on the Issue Date and listed on Schedule D attached to this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business, (ivii) any agreement or other instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any other Person, other than the Person, or the property or assets Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition or (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (viiiii) the refinancing Bank Credit Facilities as in effect on the date of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) aboveany agreement that amends, so long as such encumbrances modifies, supplements, restates, extends, renews or restrictions are no less favorable in refinances the Bank Credit Facilities, provided that the terms and conditions of any material respect to the Company or any Restricted Subsidiary than those contained in the respective agreement as inPayment

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to to: (ai) pay dividends, in cash or otherwise, dividends or make any other distributions to on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by the Company or any Restricted Subsidiary on Subsidiary, or in respect of its Capital Stock, (b) pay any Indebtedness owed to to, the Company or any other Restricted Subsidiary, ; (cii) make loans or advances to the Company or any other Restricted Subsidiary, Company; or (diii) transfer any of its properties or assets to the Company or any other Restricted SubsidiaryCompany, except in all such cases for such encumbrances or restrictions existing under or by reason of of: (iA) any agreement or instrument in effect on the Issue Date and listed on Schedule D attached to this Indentureapplicable law; (B) Indebtedness permitted (1) under Section 4.7(a), (2) under Sections 4.7(b)(i), (ii) applicable law or regulation and (including corporate governance provisions required by applicable law iv) and regulations of the National Bank of Polandclauses (i), (iiiv), (vi), (vii), (ix), (x), (xi), (xii) and (xiv) of the definition of Other Permitted Indebtedness, or (3) Restricted Payments and agreements or instruments evidencing the Restricted Payments permitted under Section 4.5; (C) customary non-provisions restricting subletting or assignment provisions of any lease governing a leasehold interest or license of the Company or any Restricted Subsidiary; (D) customary provisions of any franchise, distribution or similar agreement; (ivE) any agreement instrument governing Indebtedness or any other instrument encumbrance or restriction of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)acquisition, which encumbrance or 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; (F) Indebtedness or other agreements existing on the date of original issuance of the Senior Notes; (G) any Refinancing Indebtedness of Indebtedness described in Sections 4.7(b)(i), (ii), (iii) and (iv) and clauses (i), (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property), (vi), (vii), (ix), (x), (xi), (xii) and (xiv) of the definition of Other Permitted Indebtedness; provided that the encumbrances and restrictions created in connection with such Refinancing Indebtedness are no more restrictive in any material respect with regard to the interests of the Holders of Senior Notes than the encumbrances and restrictions in the refinanced Indebtedness; (H) any restrictions, with respect to a Restricted Subsidiary, imposed pursuant to an agreement that has been entered into for the sale or disposition of all the stock, business, assets or substantially all properties of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, ; (viiI) the refinancing terms of any Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) above, so long as such encumbrances or restrictions are no less favorable in any material respect to of the Company incurred in connection with Section 4.7, provided that the terms of such Indebtedness constitute no greater encumbrance or restriction on the ability of any Restricted Subsidiary to pay dividends or make distributions, make loans or advances or transfer properties or assets than those contained in is otherwise permitted by this Section 4.11; and (J) the respective agreement as interms of purchase money obligations, but only to the extent such purchase money obligations restrict or prohibit the transfer of the property so acquired.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital StockStock to the Company or any Restricted Subsidiary, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to an Investment in the Company or any other Restricted Subsidiary, Subsidiary or (d) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) pursuant to any agreement or instrument in effect or entered into on the Issue Date and listed on Schedule D attached to date of this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (iv) pursuant to any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any other Person, other than the Person, or the property or assets of the Person, so acquired, (viii) any mortgage by reason of customary non-assignment provisions in leases and licenses entered into in the ordinary course of business, (iv) pursuant to capital leases and purchase money obligations for property leased or other Lien on real property acquired or improved by in the Company or any Restricted Subsidiary after the Issue Date ordinary course of business that prohibits transfers impose restrictions of the type nature described in clause (d) above with respect on the property so leased or acquired, (v) pursuant to such real propertyany merger agreements, stock purchase agreements, asset sale agreements and similar agreements limiting the transfer of properties and assets pending consummation of the subject transaction, (vi) with respect pursuant to a Restricted Subsidiary, an agreement that has been entered into for Permitted Liens which are customary limitations on the sale or disposition transfer of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiarycollateral, (vii) the refinancing pursuant to applicable law, (viii) pursuant to agreements among holders of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) above, so long as such encumbrances or restrictions are no less favorable in any material respect to the Company or Capital Stock of any Restricted Subsidiary of the Company requiring distributions in respect of such Capital Stock to be made pro rata based on the percentage of ownership in and/or contribution to such Restricted Subsidiary or (ix) existing under any agreement that extends, renews, refinances or replaces the agreements containing the restrictions in the foregoing clauses (i) and (ii), provided, that the terms and conditions of any such restrictions are not materially less favorable to the Holders of the Securities than those contained in under or pursuant to the respective agreement as inevidencing the Indebtedness so extended, renewed, refinanced or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company or any Restricted Subsidiary (A) on or in respect of its Capital StockStock or (B) with respect to any other interest or participation in, or measured by, its profits, (bii) pay any Indebtedness owed to the Company or any other of its Restricted SubsidiarySubsidiaries, (ciii) make loans or advances to any Investment in the Company or any other of its Restricted SubsidiarySubsidiaries, or (div) transfer any of its properties or assets to the Company or any other of its Restricted Subsidiaries, (v) grant liens or security interests on such Restricted Subsidiary's assets in favor of the Holders (other than the subordination of such liens and security interests to liens and security interests securing Senior Indebtedness), or (vi) guarantee the Securities or any renewals or refinancings thereof (other than the subordination of any such guarantee to Senior Indebtedness on terms substantially the same as the subordination contained in this Indenture), except in all such cases for such encumbrances or restrictions existing under or by reason of (iA) any agreement or instrument scheduled written agreements in effect on the Issue Initial Issuance Date or under any agreement that extends, renews, refinances or replaces the agreements containing such restrictions, provided, that the terms and listed on Schedule D attached conditions of any such restrictions are not materially less favorable to this Indenturethe Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced, (iiB) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland)law, (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (ivC) any agreement instrument governing Indebtedness or other instrument Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary Subsidiaries as in existence effect at the time of such acquisition (but not created except to the extent such Indebtedness was incurred in connection with or in contemplation thereofof such acquisition), which encumbrance or 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 the terms of this Indenture to be incurred, (vD) any mortgage or other Lien on real customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (E) purchase money obligations for property acquired or improved by in the Company or any Restricted Subsidiary after the Issue Date ordinary course of business that prohibits transfers impose restrictions of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or nature described in clause (viv) aboveabove on the property so acquired, so long as (F) any agreement for the sale of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale, (G) Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such encumbrances or restrictions Refinancing Indebtedness are no less favorable in any material respect to the Company or any Restricted Subsidiary more restrictive, taken as a whole, than those contained in the respective agreement as inagreements governing the Indebtedness being refinanced, (H) secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.11 that limits the right of the debtor to dispose of the assets securing such Indebtedness, (I) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business, and (J) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital StockStock or any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness owed to the Company or any other Restricted SubsidiarySubsidiary of the Company, (c) make loans or advances to the Company or any other Restricted SubsidiarySubsidiary of the Company, or (d) transfer any of its properties or assets to the Company or any other Restricted SubsidiarySubsidiary of the Company or (e) guarantee any Indebtedness of the Company or any other Restricted Subsidiary of the Company, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) applicable law or any agreement applicable rule, regulation or instrument in effect on the Issue Date and listed on Schedule D attached to this Indentureorder, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted SubsidiarySubsidiary of the Company, (iii) customary restrictions on transfers of property subject to a Lien permitted under this Indenture, (iv) the New Credit Agreement as in effect on the Issue Date, (v) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary of the Company in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or 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, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) aboveeither case, so long as such encumbrances encumbrance or restrictions restriction, by its terms, terminates on the earlier of the termination of such agreement or -93- 103 the consummation of such agreement and so long as such restriction applies only to the Capital Stock or assets to be sold), (vii) any agreement in effect on the Issue Date, (viii) this Indenture and the Guarantees, and (ix) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided that the terms and conditions of any such agreement are no not materially less favorable in any material to the Holders of the Securities with respect to the Company or any Restricted Subsidiary such dividend and payment restrictions than those contained in under or pursuant to the respective agreement as inamended, extended, refinanced, renewed or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company or any other Restricted Subsidiary on its Equity Interests or in with respect of to any other interest or participation in, or measured by, its Capital Stockprofits, (b) or pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (cb) make loans or advances to to, or guarantee any Indebtedness or other obligations of, the Company or any other Restricted Subsidiary, or (dc) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) the Credit Facility or any other agreement of the Company or instrument the Restricted Subsidiaries outstanding on the Issue Date, in each case as in effect on the Issue Date Date, and listed amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that any such amendment, restatement, renewal, replacement or refinancing is no more restrictive in the aggregate with respect to such encumbrances or restrictions than those contained in the Credit Facility or such other agreement on Schedule D attached to this Indenture, the Issue Date; (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), law; (iii) customary non-assignment provisions any instrument governing Indebtedness or Equity Interests of an Acquired Person 107 acquired by the Company or any lease governing Restricted Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred by such Acquired Person in connection with, as a leasehold interest result of or in contemplation of such acquisition); provided, however, that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary, or the properties or assets of the Company or any Restricted Subsidiary, other than the Acquired Person; (iv) any agreement or customary non-assignment provisions in leases and other instrument contracts entered into in the ordinary course of a Person acquired by business and consistent with past practices (including, without limitation, non-assignment provisions in agreements between the Company or any Restricted Subsidiary in existence at and the time of such acquisition (but not created in contemplation thereofNRTC with respect to DBS services), which encumbrance or 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, ; (v) any mortgage or other Lien on real Purchase Money Indebtedness for property acquired or improved by in the Company or any Restricted Subsidiary after ordinary course of business that only imposes encumbrances and restrictions on the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, property so acquired; (vi) with respect to a Restricted Subsidiary, an any agreement that has been entered into for the sale or disposition of all the Equity Interests or substantially all assets of the Company's Capital Stock inany Restricted Subsidiary; provided, or substantially all the assets ofhowever, that such encumbrances and restrictions described in this clause (vi) are only applicable to such Restricted SubsidiarySubsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 10.18 to the extent applicable thereto; or (vii) refinancing Indebtedness permitted under clause (h) of the refinancing definition of Indebtedness incurred under Permitted Indebtedness; provided, however, that the encumbrances and restrictions contained in the agreements listed on Schedule B attached to this Indenture or described in clause (v) above, so long as governing such encumbrances or restrictions Indebtedness are no less favorable more restrictive in any material respect to the Company or any Restricted Subsidiary aggregate than those contained in the respective agreement as inagreements governing the Indebtedness being refinanced immediately prior to such refinancing.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause create, assume or suffer to exist or become effective any encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividendsdividends or make other distributions to or on behalf of, in cash or otherwiseto pay any obligation to or on behalf of, or otherwise to transfer assets or property to or on behalf of, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital Stock, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to the Company or any other Restricted Subsidiaryon behalf of, or (d) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any agreement or instrument in effect on the Issue Date and listed on Schedule D attached to this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, except (iva) restrictions imposed by the Notes or this Indenture, (b) restrictions imposed by other Indebtedness of the Company (which may also be guaranteed by the Guarantors) ranking pari passu with the Notes or the Guarantees, as applicable, provided such restrictions are no more restrictive than those imposed by this Indenture and the Notes, (c) restrictions imposed by applicable law, (d) existing restrictions under Indebtedness outstanding on the Issue Date, (e) restrictions pursuant to a Credit Agreement or any amendment thereto, or any Refinancing Indebtedness in respect thereof (provided any restrictions or requirements of any such amendment or Refinancing Indebtedness are no more restrictive than those imposed by such Credit Agreement as of the first date after the Issue Date that such Credit Agreement is in place), (f) restrictions under any Acquired Indebtedness not incurred in violation of this Indenture or any agreement relating to any Person, property, asset, or other instrument of a Person business acquired by the Company or any Restricted Subsidiary Subsidiary, which restrictions in existence each case existed at the time of acquisition, were not put in place in connection with or in anticipation of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is and are not applicable to any Person, property, asset or the properties or assets of any Person, business other than the Person, property, asset or the property or assets of the Person, so business acquired, (vg) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) restrictions solely with respect to a Restricted Subsidiary, an Subsidiary of the Company imposed pursuant to a binding agreement that which has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, Equity Interests or substantially all the assets of, of such Restricted Subsidiary, provided such restrictions apply solely to the Equity Interests or assets of such Restricted Subsidiary which are being sold, (viih) the refinancing of restrictions on transfer contained in Purchase Money Indebtedness incurred pursuant to paragraph (f) of the definition of "Permitted Indebtedness" provided such restrictions relate only to the transfer of the property acquired with the proceeds or otherwise secured by such Purchase Money Indebtedness, and (i) in connection with and pursuant to permitted Refinancings, replacements or restrictions imposed pursuant to clauses (a), (b), (d), (e), (f) or (h) of this Section 4.12 that are not more restrictive than those being replaced and do not apply to any other person or assets than those that would have been covered by the restrictions in the Indebtedness so refinanced. Notwithstanding the foregoing, neither (a) customary provisions restricting subletting or assignment of any lease or other contract entered into in the ordinary course of business, consistent with industry practice, nor (b) Liens permitted under the agreements listed on Schedule B attached to terms of this Indenture on assets securing indebtedness under a Credit Agreement or described Purchase Money Indebtedness incurred in clause (v) above, so long as such encumbrances or restrictions are no less favorable accordance with Section 4.10 hereof shall in any material respect to and of themselves be considered a restriction on the Company or any ability of the applicable Restricted Subsidiary than those contained in to transfer such agreement or assets, as the respective agreement as incase may be.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital Stock, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to the Company or any other Restricted Subsidiary, or (d) transfer any of its properties or assets to the Company or any other Restricted Subsidiary or (e) guarantee Indebtedness of the Company or any Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any agreement or instrument in effect on the Issue Date and listed on Schedule D attached to this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or 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, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's ’s Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B D attached to this Indenture or described in clause (v) above, so long as such encumbrances or restrictions are no less favorable in any material respect to the Company or any Restricted Subsidiary than those contained in the respective agreement as inin effect on the date of this Indenture, (viii) any such customary encumbrance or restriction contained in a security document creating a Lien permitted under this Indenture to the extent relating to the property or asset subject to such Lien, (ix) any agreement or instrument governing or relating to Senior Bank Indebtedness (an “Indebtedness Instrument”) if such encumbrance or restriction applies only (X) to amounts which at any point in time (other than during such periods as are described in the following clause (Y)) (1) exclude amounts due and payable (or which are to become due and payable within 30 days) in respect of the Securities or this Indenture for interest and principal (after giving effect to any realization by the Company under any applicable Currency Agreement), or (2) if paid, would result in an event described in the following clause (Y) of this sentence, or (Y) during the pendency of any event that causes, permits or, after notice or lapse of time, would cause or permit the holder(s) of the Senior Bank Indebtedness governed by the Indebtedness Instrument to declare any such Indebtedness to be immediately due and payable or require cash collateralization or cash cover for such Indebtedness for so long as such cash collateralization or cash cover has not been provided, (x) any agreement, instrument, encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness and that do not individually, or together with all such encumbrances or restrictions, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary and (xi) with respect to clause (d) above, any license agreement entered in the ordinary course of business whereby the Company or any other Restricted Subsidiary grants a license of programming or other intellectual property to any other Person and such license agreement prohibits or encumbers the transfer of the licensed property.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to to: (ai) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company distribution on its Capital Stock or any Restricted Subsidiary on other interest or in respect of participation in, or measured by, its Capital Stockprofits, (b) or pay any interest or principal due on Indebtedness owed to the Company or any other of its Restricted Subsidiary, Subsidiaries; (cii) make loans or advances to the Company or any other of its Restricted Subsidiary, Subsidiaries; or (diii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, other Restricted Subsidiarythan (a) any such encumbrance or restriction imposed by any Gaming Authority, except (b) any encumbrance or restriction existing on the date of this Indenture contained in all such cases for such encumbrances any Existing Indebtedness, (c) any encumbrance or restrictions restriction existing under or by reason on the date of this Indenture contained in the Bank Facility relating to Indebtedness that does not exceed the greater of (i1) any agreement $200 million or instrument in effect on (2) 1.5 times Operating Cash Flow calculated cumulatively for the Issue Date and listed on Schedule D attached to this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest four most recent consecutive fiscal quarters of the Company or any Restricted Subsidiaryimmediately preceding the date on which such Indebtedness is incurred, (ivd) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or 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, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, Subsidiary pursuant to an agreement that has been entered into for the sale relating to any Indebtedness (other than Indebtedness incurred in anticipation of, as consideration in, or disposition of to provide all or substantially all any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Subsidiary of the Company's Capital Stock in, or substantially all the assets of, ) incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary became a Restricted Subsidiary of the Company and outstanding on such date; (e) any pledge by the Company or a Restricted Subsidiary of the stock of an Unrestricted Subsidiary if such pledge is made in connection with the incurrence of Qualified Non-Recourse Debt by such Unrestricted Subsidiary, ; and (viif) the refinancing of any encumbrance or restriction pursuant to an agreement relating to Indebtedness incurred under the agreements listed on Schedule B attached issued to this Indenture repay or described amend Indebtedness referred to in clause (vb), (c), (d) aboveor (f) of this paragraph, so long as PROVIDED, HOWEVER, that any such encumbrances encumbrance or restrictions are restriction is no less favorable in any material respect to the Company or any Restricted Subsidiary Noteholders than those encumbrances and restrictions contained in agreements relating to the respective agreement as inIndebtedness so repaid or amended, and PROVIDED further, that in the event that Indebtedness is issued to repay or amend the Bank Facility, the aggregate principal amount of such Indebtedness shall not exceed the greater of (a) $200 million or (b) 1.5 times Operating Cash Flow calculated cumulatively for the four most recent consecutive fiscal quarters of the Company immediately preceding the date on which such Indebtedness is issued.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital StockStock or any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to the Company or any other Restricted Subsidiary, or (d) transfer any of its properties or assets to the Company or any other Restricted Subsidiary or (e) guarantee any Indebtedness of the Company or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) applicable law or any agreement applicable rule, regulation or instrument in effect on the Issue Date and listed on Schedule D attached to this Indentureorder, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (iii) customary restrictions on transfers of property subject to a Lien permitted under this Indenture, (iv) the Credit Agreement, as in effect on the Issue Date, (v) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or 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, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) aboveeither case, so long as such encumbrances encumbrance or restriction, by its terms, terminates on the earlier of the termination of such agreement or the consummation of such agreement and so long as such restriction applies only to the Capital Stock or assets to be sold), (vii) any agreement in effect on the Issue Date, (viii) this Indenture and the Guarantees, (ix) the indentures governing the 7 3/4% Notes, the 1 7/8% Convertible Notes, the 10 3/4% Notes, the 2002 10 3/4% Notes, the 9% Notes and, assuming completion of the Concurrent Offering, the notes offered thereby, (x) joint venture agreements and other similar agreements entered into in the ordinary course of business that prohibit actions of the type described in clauses (a), (c), (d) and (e) above, (xi) any agreement entered into with respect to a Special Purpose Vehicle in connection with a Securitization Transaction, containing customary restrictions required by the institutional sponsor or arranger of such Securitization Transaction in similar types of documents relating to the purchase of similar assets in connection with the financing thereof, (xii) restrictions relating to Foreign Subsidiaries contained in Indebtedness Incurred pursuant to clause (k) of the definition of “Permitted Indebtedness,” and (xiii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses, provided, however, that the terms and conditions of any such agreement are no not materially less favorable in any material to the Holders of the Securities with respect to the Company or any Restricted Subsidiary such dividend and payment restrictions than those contained in under or pursuant to the respective agreement as inamended, extended, refinanced, renewed or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise enter into or cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary to (a) pay 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 to the extent owned by the Company or any Restricted Subsidiary on or in respect of its Capital StockSubsidiary, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to any Investment in the Company or any other Restricted Subsidiary, Subsidiary or (d) transfer any of its properties or assets to the Company or to any other Restricted Subsidiary, except for (in all such cases for such encumbrances or restrictions existing under or by reason of each case except as otherwise noted in the following clause (ii)) (i) any agreement encumbrance or instrument restriction in effect existence on the Issue Date and listed on Schedule D attached to this IndentureDate, (ii) applicable law any encumbrance or regulation restriction existing under agreements relating to an Investment in an ISP (including corporate governance provisions required by applicable law which in the case of clauses (a) and regulations (b) shall not be permitted in the case of ISPs that are Restricted Subsidiaries) to the National Bank of Poland)extent consistent with past practice, (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiaryprovisions, (iv) any agreement encumbrances or other instrument of restrictions pertaining to an asset subject to a Person acquired by Lien to the Company or any Restricted Subsidiary extent set forth in existence at the time of security documentation governing such acquisition (but not created in contemplation thereof), which encumbrance or 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 acquiredLien, (v) any mortgage encumbrance or other Lien on real property acquired or improved by the Company or any restriction applicable to a Restricted Subsidiary after at the Issue Date time that prohibits transfers of the type described it becomes a Restricted Subsidiary that is not created in (d) above with respect to such real propertycontemplation 112 -104- thereof, (vi) with respect any encumbrance or restriction existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause (v) above; provided that the terms and conditions of any such encumbrance or restriction are not materially less favorable to the holders of Notes than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinanced, (vii) any encumbrance or restriction imposed upon a Restricted Subsidiary, Subsidiary pursuant to an agreement that which has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock inor assets of such Restricted Subsidiary or any Asset Sale to the extent limited to the Capital Stock or assets in question and (viii) any customary encumbrance or restriction applicable to a Restricted Subsidiary that is contained in an agreement or instrument governing or relating to Indebtedness contained in any Permitted Credit Facility; provided that the provisions of such agreement permit the payment of interest and principal and mandatory repurchases pursuant to the terms of this Indenture and the Notes and other Indebtedness that is solely an obligation of the Company, but, provided, further, that such agreement may nevertheless contain customary net worth, leverage, invested capital and other financial covenants, customary covenants regarding the merger of or substantially sale of all or any substantial part of the assets of, such of the Company or any Restricted Subsidiary, (vii) the refinancing of customary restrictions on transactions with affiliates, and customary subordination provisions governing Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) above, so long as such encumbrances or restrictions are no less favorable in any material respect owed to the Company or any Restricted Subsidiary than those contained in the respective agreement as inSubsidiary.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective or enter into any agreement with any Person that would cause any consensual encumbrance or restriction (after giving effect to any applicable exceptions thereto) of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company on its Capital Stock or any Restricted other interest or participation in, or measured by, its profits owned by the Issuer or a Subsidiary on or in respect of its Capital Stockthe Issuer (other than an Unrestricted Subsidiary), (b) make any loans or advances to or pay any Indebtedness owed to the Company Issuer or any Subsidiary of the Issuer (other Restricted than an Unrestricted Subsidiary, ) or (c) make loans or advances to the Company or any other Restricted Subsidiary, or (d) transfer any of its properties or assets to the Company Issuer or to any Subsidiary of the Issuer (other than an Unrestricted Subsidiary), except for (i) encumbrances or restrictions existing under or contemplated by or by reason of the Notes and this Indenture, (ii) encumbrances or restrictions existing under or contemplated by agreements as in effect on the Issue Date, (iii) encumbrances or restrictions with respect to a Person that is not a Restricted Subsidiary on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary (but not created in contemplation of such Person becoming a Restricted Subsidiary), except in all such cases for such (iv) encumbrances or restrictions existing under or by reason of (i) any agreement or instrument in effect on the Issue Date and listed on Schedule D attached to this Indentureapplicable law, (iiv) applicable law encumbrances or regulation (including corporate governance provisions required restrictions existing under or by applicable law and regulations reason of the National Bank of Poland), (iii) customary non-assignment provisions of agreements entered into in the ordinary course of business and consistent with past practices, (vi) encumbrances or restrictions existing by reason of any lease governing a leasehold interest Lien permitted under Section 4.5, (vii) encumbrances or restrictions existing under any agreement for the sale or disposition of assets of the Company or any Restricted Subsidiary, or the Capital Stock of any Restricted Subsidiary permitted by Section 4.8, in each case, pending the closing of such sale or disposition, (ivviii) encumbrances or restrictions contained in agreements governing Indebtedness that are no more restrictive in any material respect than those contained in the Notes in the judgment of the Board of Directors, (ix) customary limitations on the distribution or disposition of assets or property in joint venture agreements entered into in good faith; provided that such encumbrance or restriction is applicable only to such Restricted Subsidiary and provided that: (A) the encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable agreements in the judgment of the Board of Directors; and (B) any such encumbrance or restriction will not materially affect the ability of the Issuer to make any anticipated principal or interest payments on the Notes, (x) encumbrances or restrictions existing under any agreement that refinances, replaces, renews or other instrument extends an agreement containing a restriction permitted by clause (i), (ii) or (iii) above; provided, that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the Holders than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinanced, (xi) encumbrances or restrictions created under any agreements with respect to Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred pursuant to Section 4.3, including encumbrances or restrictions contained in agreements governing Credit Facility Indebtedness or any guarantee thereof; provided, that any such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being Incurred (under the relevant circumstances) and will not materially affect the ability of the Issuer to make any anticipated principal or interest payments on the Notes, in the judgment of the Board of Directors; (xii) in the case of (c) above, encumbrances or restrictions that restrict in a Person acquired customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or contract or similar agreement, arising by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or asset of the Company or any Restricted Subsidiary not otherwise prohibited by the terms hereof or arising from or agreed to in the ordinary course of business that, in such case, does not individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in existence at any manner material to the time of such acquisition Company and its Restricted Subsidiaries, taken as a whole and (but not created xiii) encumbrances or restrictions contained in contemplation thereof)any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property properties or assets of the Person, Person so acquired, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) above, so long as such encumbrances or restrictions are no less favorable in any material respect to the Company or any Restricted Subsidiary than those contained in the respective agreement as in.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Borrower will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company Borrower or any other Restricted Subsidiary on or in respect of its Capital StockStock or with respect to any other interest or participation in, (b) or measured by, its profits, or pay any Indebtedness owed to the Company Borrower or any other Restricted Subsidiary, (cii) make loans or advances to the Company Borrower or any other Restricted Subsidiary, or (diii) transfer any of its properties or assets to the Company Borrower or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (ia) this Credit Agreement and any amendments, restatements, renewals, replacements or refinancings thereof, (b) applicable law, (c) any agreement instrument governing Indebtedness or instrument Capital Stock of an Acquired Person by the Borrower or any of its Restricted Subsidiaries as in effect on the Issue Date and listed on Schedule D attached to this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created except to the extent such Indebtedness was incurred in contemplation thereofconnection with such acquisition), which encumbrance or ; provided that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, or and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of this Credit Agreement, (d) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property or assets of the Person, so acquired, (vf) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, of such Restricted Subsidiary; provided that such restriction is only applicable to such Restricted Subsidiary or assets, (vii) the refinancing of Indebtedness incurred as applicable, and such sale or disposition otherwise is permitted under the covenant described under Section 5.02(d); and provided, further, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery or (g) Refinancing Indebtedness permitted herein; provided that the restrictions contained in the agreements listed on Schedule B attached to this Indenture or described in clause (v) above, so long as governing such encumbrances or restrictions Refinancing Indebtedness are no less favorable more restrictive in any material respect to the Company or any Restricted Subsidiary aggregate than those contained in the respective agreement as inagreements governing the Indebtedness being refinanced immediately prior to such refinancing.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Unless the Notes are rated the Required Rating (during which such time this Section 4.13 will not be in effect), the Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to to: (ai) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company distribution on its Capital Stock or any Restricted Subsidiary on other interest or in respect of participation in, or measured by, its Capital Stockprofits, (b) or pay any interest or principal due on Indebtedness owed to the Company or any other of its Restricted Subsidiary, Subsidiaries; (cii) make loans or advances to the Company or any other of its Restricted Subsidiary, Subsidiaries; or (diii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, other Restricted Subsidiarythan (a) any such encumbrance or restriction imposed by any Gaming Authority, except (b) any encumbrance or restriction existing on February 13, 2001 contained in all such cases for such encumbrances or restrictions existing under or by reason the Bank Facility relating to Indebtedness that does not exceed the greater of (i1) any agreement $200 million or instrument in effect on (2) 1.5 times Operating Cash Flow calculated cumulatively for the Issue Date and listed on Schedule D attached to this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest four most recent consecutive fiscal quarters of the Company or any Restricted Subsidiaryimmediately preceding the date on which such Indebtedness is incurred, (ivc) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or 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, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, Subsidiary pursuant to an agreement that has been entered into for the sale relating to any Indebtedness (other than Indebtedness incurred in anticipation of, as consideration in, or disposition of to provide all or substantially all any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Subsidiary of the Company's Capital Stock in, or substantially all the assets of, ) incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary became a Restricted Subsidiary of the Company and outstanding on such date; (d) any pledge by the Company or a Restricted Subsidiary of the stock of an Unrestricted Subsidiary if such pledge is made in connection with the incurrence of Qualified Non-Recourse Debt by such Unrestricted Subsidiary, ; and (viie) the refinancing of any encumbrance or restriction pursuant to an agreement relating to Indebtedness incurred under the agreements listed on Schedule B attached issued to this Indenture repay or described amend Indebtedness referred to in clause (vb), (c) aboveor (e) of this paragraph, so long as PROVIDED, HOWEVER, that any such encumbrances encumbrance or restrictions are restriction is no less favorable in any material respect to the Company or any Restricted Subsidiary Noteholders than those encumbrances and restrictions contained in agreements relating to the respective agreement as inIndebtedness so repaid or amended, and PROVIDED FURTHER, that in the event that Indebtedness is issued to repay or amend the Bank Facility, the aggregate principal amount of such Indebtedness shall not exceed the greater of (A) $200 million or (B) 1.5 times Operating Cash Flow calculated cumulatively for the four most recent consecutive fiscal quarters of the Company immediately preceding the date on which such Indebtedness is issued.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Publishing will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, dividends or make any other distributions distribution on its Capital Stock to the Company Publishing or any other Restricted Subsidiary on or in respect of its Capital StockSubsidiary, (b) pay any Indebtedness owed to the Company Publishing or any other Restricted Subsidiary, (c) make loans or advances to the Company or any other Restricted Subsidiary, Investment in Publishing or (d) transfer any of its properties or assets to the Company Publishing or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any agreement encumbrance or instrument restriction pursuant to or in connection with the New Bank Credit Facility or the FDTH Credit Facility, each as in effect on the Issue Date and listed date such Subsidiary becomes a Restricted Subsidiary of this Indenture or any other agreement in effect on Schedule D attached to the date of this IndentureIndenture (including the AP-91 Senior Notes), (ii) applicable law any encumbrance or regulation (including corporate governance provisions required by applicable law restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of Publishing on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary of Publishing and regulations of the National Bank of Poland)not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, (iii) any encumbrance or restriction pursuant to or in connection with documents existing or securing any Foreign Subsidiary Indebtedness that is not materially more restrictive than the terms of any such restrictions existing on the date of the Indenture or the date such Subsidiary becomes a Restricted Subsidiary, as determined in good faith by an officer of Publishing, (iv) encumbrances or restrictions entered into by Southam in connection with Indebtedness of Southam Incurred at a time when Southam is a Public Entity, (v) encumbrances or restrictions contained in the terms of any Mirror Preferred; provided that such Mirror Preferred continues to quality as such under the definition thereof, (vi) customary non-provisions restricting subletting or assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (iv) any agreement or other instrument of a Person acquired by the Company Publishing or any Restricted Subsidiary in existence at the time of such acquisition and (but not created in contemplation thereof), which vii) any encumbrance or restriction is not applicable to existing under any Personagreement that extends, renews, refinances or replaces the properties agreements containing the encumbrances or assets of any Personrestrictions in the foregoing clauses (i), (ii) and (iii) (other than the Person, or covenants in the property or assets AP-91 Senior Notes); provided that the terms and conditions of the Person, so acquired, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) above, so long as such encumbrances or restrictions are no not materially less favorable in any material respect to the Company or any Restricted Subsidiary Holders than those contained in under or pursuant to the respective agreement as inevidencing the Indebtedness so extended, renewed, refinanced or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to to: (ai) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company distribution on its Capital Stock or any Restricted Subsidiary on other interest or in respect of participation in, or measured by, its Capital Stockprofits, (b) or pay any interest or principal due on Indebtedness owed to the Company or any other of its Restricted Subsidiary, Subsidiaries; (cii) make loans or advances to the Company or any other of its Restricted Subsidiary, Subsidiaries; or (diii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, other Restricted Subsidiarythan (a) any such encumbrance or restriction imposed by any Gaming Authority, except (b) any encumbrance or restriction existing on the date of this Indenture contained in all such cases for such encumbrances the Existing Indebtedness, (c) any encumbrance or restrictions restriction existing under or by reason on April 3, 1997 contained in the Bank Facility relating to Indebtedness that does not exceed the greater of (i1) any agreement $200 million or instrument in effect on (2) 1.5 times Operating Cash Flow calculated cumulatively for the Issue Date and listed on Schedule D attached to this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest four most recent consecutive fiscal quarters of the Company or any Restricted Subsidiaryimmediately preceding the date on which such Indebtedness is incurred, (ivd) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or 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, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, Subsidiary pursuant to an agreement that has been entered into for the sale relating to any Indebtedness (other than Indebtedness incurred in anticipation of, as consideration in, or disposition of to provide all or substantially all any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Subsidiary of the Company's Capital Stock in, or substantially all the assets of, ) incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary became a Restricted Subsidiary of the Company and outstanding on such date; (e) any pledge by the Company or a Restricted Subsidiary of the stock of an Unrestricted Subsidiary if such pledge is made in connection with the incurrence of Qualified Non-Recourse Debt by such Unrestricted Subsidiary, ; and (viif) the refinancing of any encumbrance or restriction pursuant to an agreement relating to Indebtedness incurred under the agreements listed on Schedule B attached issued to this Indenture repay or described amend Indebtedness referred to in clause (vb), (c), (d) aboveor (f) of this paragraph, so long as PROVIDED, HOWEVER, that any such encumbrances encumbrance or restrictions are restriction is no less favorable in any material respect to the Company or any Restricted Subsidiary Noteholders than those encumbrances and restrictions contained in agreements relating to the respective agreement as inIndebtedness so repaid or amended, and PROVIDED FURTHER, that in the event that Indebtedness is issued to repay or amend the Bank Facility, the aggregate principal amount of such Indebtedness shall not exceed the greater of (A) $200 million or (B) 1.5 times Operating Cash Flow calculated cumulatively for the four most recent consecutive fiscal quarters of the Company immediately preceding the date on which such Indebtedness is issued.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital StockStock or any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness owed to the Company or any other Restricted SubsidiarySubsidiary of the Company, (c) make loans or advances to the Company or any other Restricted SubsidiarySubsidiary of the Company, or (d) transfer any of its properties or assets to the Company or any other Restricted SubsidiarySubsidiary of the Company or (e) guarantee any Indebtedness of the Company or any other Restricted Subsidiary of the Company, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) applicable law or any agreement applicable rule, regulation or instrument in effect on the Issue Date and listed on Schedule D attached to this Indentureorder, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted SubsidiarySubsidiary of the Company, (iii) customary restrictions on transfers of property subject to a Lien permitted under this Indenture, (iv) the Credit Facility and the Term Loan, as in effect on the Issue Date, (v) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary of the Company in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or 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, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) aboveeither case, so long as such encumbrances encumbrance or restrictions restriction, by its terms, terminates on the earlier of the termination of such agreement or the consummation of such agreement and so long as such restriction applies only to the Capital Stock or assets to be sold), (vii) any agreement in effect on the Issue Date, (viii) this Indenture and the Guarantees, (ix) the indenture govern ing the Company's 9 1/2% Senior Subordinated Notes due 2008 and (x) any agreement that amends, extends, refinances, renews or replaces any agreement described in the fore going clauses, provided that the terms and conditions of -------- ---- any such agreement are no not materially less favorable in any material to the Holders of the Securities with respect to the Company or any Restricted Subsidiary such divi dend and payment restrictions than those contained in under or pursu ant to the respective agreement as inamended, extended, refinanced, renewed or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company or any other Restricted Subsidiary on its Equity Interests or in with respect of to any other interest or participation in, or measured by, its Capital Stockprofits, (b) or pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (cb) make loans or advances to to, or guarantee any Indebtedness or other obligations of, the Company or any other Restricted Subsidiary, or (dc) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) restrictions under the 12 3/8% Notes Indenture, as the same may from time to time be modified or amended and restrictions under agreements governing Indebtedness Incurred to refinance the 12 3/8% Notes (or refinancings thereof), in each case, so long as the restrictions as modified or amended or contained in such agreements governing such refinancing Indebtedness, as the case may be, are no less favorable to the holders of the Securities in any agreement or instrument material respect than the restrictions under the 12 3/8% Notes Indenture on the Issue Date; (ii) restrictions under the Credit Facility so long as such restrictions are no less favorable to the holders of the Securities in any material respect than the restrictions under the Credit Facility in effect on the Issue Date and listed on Schedule D attached to Date; (iii) restrictions under other agreements governing Indebtedness Incurred in compliance with this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations provided that any such restrictions permit the payment of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or 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, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) above, so long as such encumbrances or restrictions are no less favorable in any material respect dividends to the Company in amounts and at the times necessary to permit the payment of cash interest due on the Securities on and after September 1, 2004, but no such permission need apply when a default or any Restricted Subsidiary than those contained event of default in the respective agreement as inrespect of such Indebtedness has occurred and is

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create create, assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to (i) (a) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Restricted Subsidiaries on its Capital StockStock or with respect to any other interest or participation in, or measured by, its profits or (b) pay any Indebtedness owed to the Company or any other of its Restricted SubsidiarySubsidiaries, (cii) make loans or advances to the Company or any other of its Restricted SubsidiarySubsidiaries, or (diii) transfer any of its properties or assets to the Company or any other of its Restricted SubsidiarySubsidiaries, (iv) grant any Liens in favor of the Holders of the Notes and the Trustee or (v) guarantee the Notes or any renewals or refinancings thereof, except in all such cases for such encumbrances or restrictions existing under or by reason of (iA) Existing Indebtedness, (B) the Senior Credit Facility, (C) applicable law, (D) any agreement instrument governing Indebtedness or instrument in effect on the Issue Date and listed on Schedule D attached to this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (iv) any agreement or other instrument Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary Subsidiaries as in existence effect at the time of such acquisition (but not created except to the extent such Indebtedness was Incurred in connection with or in contemplation thereofof such acquisition), which encumbrance or 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 the terms of this Indenture to be Incurred, (vE) any mortgage customary non-assignment provisions in leases, licenses, sales agreements or other Lien on real property acquired or improved by contracts (but excluding contracts related to the Company or any Restricted Subsidiary after extension of credit) entered into in the Issue Date that prohibits transfers ordinary course of the type described in (d) above business and consistent with respect to such real propertypast practices, (viF) with respect restrictions imposed pursuant to a Restricted Subsidiary, an binding agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, Equity Interests or substantially all the assets of, such of any Restricted Subsidiary, provided such restrictions apply solely to the Equity Interests or assets being sold, (viiG) restrictions imposed by Permitted Liens on the refinancing transfer of the assets that are subject to such Liens, (H) Permitted Refinancing Indebtedness incurred under Incurred to refinance Existing Indebtedness or Indebtedness of the agreements listed on Schedule B attached to this Indenture or type described in clause (vD) above, so long as provided that the restrictions contained in the agreements governing such encumbrances or restrictions Permitted Refinancing Indebtedness are no less favorable in any material respect to the Company or any Restricted Subsidiary more restrictive, as a whole, than those contained in the respective agreement as inagreements governing the Indebtedness being refinanced, and (I) the terms of Purchase Money Indebtedness, but only to the extent such Purchase Money Indebtedness encumbers or restricts the property acquired with such Purchase Money Indebtedness.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital StockStock or any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness owed to the Company or any other Restricted SubsidiarySubsidiary of the Company, (c) make loans or advances to the Company or any other Restricted SubsidiarySubsidiary of the Company, or (d) transfer any of its properties or assets to the 134 Company or any other Restricted SubsidiarySubsidiary of the Company or (e) guarantee any Indebtedness of the Company or any other Restricted Subsidiary of the Company, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) applicable law or any agreement applicable rule, regulation or instrument in effect on the Issue Date and listed on Schedule D attached to this Indentureorder, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-non- assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted SubsidiarySubsidiary of the Company, (iii) customary restrictions on transfers of property subject to a Lien permitted under this Indenture, (iv) the Credit Facility and the Term Loan, as in effect on the Issue Date, (v) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary of the Company in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or 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, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) aboveeither case, so long as such encumbrances encumbrance or restrictions restriction, by its terms, terminates on the earlier of the termination of such agreement or the consummation of such agreement and so long as such restriction applies only to the Capital Stock or assets to be sold), (vii) any agreement in effect on the Issue Date, (viii) this Indenture and the Guarantees, (ix) the indentures governing the 9 1/2% Notes and the 8.80% Notes and (x) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses, provided that the terms and -------- ---- conditions of any such agreement are no not materially less favorable in any material to the Holders of the Securities with respect to the Company or any Restricted Subsidiary such dividend and payment restrictions than those contained in under or pursuant to the respective agreement as inamended, extended, refinanced, renewed or replaced. 135

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise enter into or cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary to (a) pay 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 to the extent owned by the Company or any Restricted Subsidiary on or in respect of its Capital StockSubsidiary, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to any Investment in the Company or any other Restricted Subsidiary, Subsidiary or (d) transfer any of its properties or assets to the Company or to any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any agreement encumbrance or instrument restriction in effect existence on the Issue Date and listed set forth on Schedule D attached to this Indenture5.20, (ii) applicable law any encumbrance or regulation (including corporate governance provisions required by applicable law restriction set forth in any First-Lien Credit Document and regulations any other Indebtedness of the National Bank type described in clauses (i) (ii) or (vii) of Poland)the definition of the term "Indebtedness" so long as such encumbrances and restrictions are not materially less favorable to the Holders than those under the First-Lien Credit Documents, (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiaryprovisions, (iv) any agreement encumbrance or other instrument of restriction pertaining to an asset subject to a Person acquired by Lien to the Company extent set forth in the security documentation governing such Lien, (v) any encumbrance or any restriction applicable to a Restricted Subsidiary in existence at the time of such acquisition (but that it becomes a Restricted Subsidiary that is not created in contemplation thereof), which encumbrance or 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, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect any encumbrance or restriction existing under any agreement that refinances or replaces an agreement containing a restriction permitted by clause (iv) above; provided that the terms and conditions of any such encumbrance or restriction are not materially less favorable to the Holders than those under or pursuant to the agreement being replaced or the agreement evidencing the Indebtedness refinanced, (vii) any encumbrance or restriction imposed upon a Restricted Subsidiary, Subsidiary pursuant to an agreement that which has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock inor assets of such Restricted Subsidiary or any Asset Sale to the extent limited to the Capital Stock or assets in question, and (viii) any customary encumbrance or substantially restriction applicable to a Restricted Subsidiary that is contained in an agreement or instrument governing or relating to Indebtedness permitted to be incurred by one or more Restricted Subsidiaries hereunder; provided that (subject to customary net worth, leverage, invested capital and other financial covenants) the provisions of such agreement permit the payment of interest and principal and mandatory repurchases pursuant to the terms of this Indenture and the Notes and other indebtedness that is solely an obligation of the Company; provided further that such agreement may contain customary covenants regarding the merger of or sale of all or any substantial part of the assets of, such of the Company or any Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed customary restrictions on Schedule B attached to this Indenture or described in clause (v) abovetransactions with affiliates, so long as such encumbrances or restrictions are no less favorable in any material respect and customary subordination provisions governing indebtedness owed to the Company or any Restricted Subsidiary than those contained in the respective agreement as inSubsidiary.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital StockStock to the Company or any Restricted Subsidiary, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to an Investment in the Company or any other Restricted Subsidiary, Subsidiary or (d) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) pursuant to any agreement or instrument in effect or entered into on the Issue Date and listed on Schedule D attached to date of this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (iv) pursuant to any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any other Person, other than the Person, or the property or assets of the Person, so acquired, (viii) any mortgage by reason of customary non- assignment provisions in leases and licenses entered into in the ordinary course of business, (iv) pursuant to capital leases and purchase money obligations for property leased or other Lien on real property acquired or improved by in the Company or any Restricted Subsidiary after the Issue Date ordinary course of business that prohibits transfers impose restrictions of the type nature described in clause (d) above with respect on the property so leased or acquired, (v) pursuant to such real propertyany merger agreements, stock purchase agreements, asset sale agreements and similar agreements limiting the transfer of properties and assets pending consummation of the subject transaction, (vi) with respect pursuant to a Restricted Subsidiary, an agreement that has been entered into for Permitted Liens which are customary limitations on the sale or disposition transfer of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiarycollateral, (vii) the refinancing pursuant to applicable law, (viii) pursuant to agreements among holders of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) above, so long as such encumbrances or restrictions are no less favorable in any material respect to the Company or Capital Stock of any Restricted Subsidiary of the Company requiring distributions in respect of such Capital Stock to be made pro rata based on the percentage of ownership in and/or contribution to such Restricted Subsidiary or (ix) existing under any agreement that extends, renews, refinances or replaces the agreements containing the restrictions in the foregoing clauses (i) and (ii), provided, that the terms and conditions of any such restrictions are not materially less favorable to the Holders of the Securities than those contained in under or pursuant to the respective agreement as inevidencing the Indebtedness so extended, renewed, refinanced or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions to permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary on or in respect of its Capital StockSubsidiary, (bii) pay any Indebtedness or other obligations owed to the Company or any other Restricted Subsidiary, (ciii) make loans or advances to the Company or any other Restricted Subsidiary, Subsidiary or (div) transfer any of its properties property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Issue Date in the Credit Agreement, except this Indenture or any other agreements in all effect on the Issue Date, and any amendments, supplements, extensions, refinancings, renewals, restatements, replacements or modifications of any of the foregoing; PROVIDED that the encumbrances and restrictions in any such cases for such amendments, supplements, extensions, refinancings, renewals, restatements, replacements or modifications are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being amended, supplemented, extended, refinanced, renewed, restated, replaced or modified; (ii) existing under or by reason of (i) any agreement or instrument in effect on the Issue Date and listed on Schedule D attached to this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), law; (iii) customary non-assignment provisions existing with respect to any Person or the property or assets of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (iv) any agreement or other instrument of a such Person acquired by the Company or any Restricted Subsidiary in existence and existing at the time of such acquisition (but not created in contemplation thereof)acquisition, which encumbrance encumbrances or restriction is restrictions (A) are not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property or assets of any Person other than such Person or the Personproperty or assets of such Person so acquired and (B) were not put in place in anticipation of such acquisition, so acquiredand any amendments, supplements, extensions, refinancings, renewals, restatements, replacements or modifications of any of the foregoing; PROVIDED that the encumbrances and restrictions in any such amendments, supplements, extensions, refinancings, renewals, restatements, replacements or modifications are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being amended, supplemented, extended, refinanced, renewed, restated, replaced or modified; (iv) in the case of clause (iv) of the preceding paragraph, arising or agreed to in the ordinary course of business (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, (vB) existing by virtue of any mortgage transfer of, agreement to transfer, option or other right with respect to, or Lien on real on, any property acquired or improved by assets of the Company or any Restricted Subsidiary after not otherwise prohibited by this Indenture or (C) not relating to any Indebtedness and, in each of case (A), (B) or (C), that do not, individually or in the Issue Date that prohibits transfers aggregate, detract from the value of property or assets of the type described Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; (d) above with respect to such real property, (viv) with respect to a Restricted Subsidiary, Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock inof, or substantially all the property and assets of, such Restricted Subsidiary, ; or (viivi) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) above, so long as such encumbrances or restrictions are no less favorable in any material with respect to a Securitization Subsidiary, pursuant to an agreement relating to Indebtedness of a Securitization Subsidiary which is permitted under Section 1008 or pursuant to an agreement relating to a Permitted Receivables Financing by a Securitization Subsidiary. Nothing contained in the preceding paragraph shall prevent the Company or any Restricted Subsidiary than those contained in from restricting the respective agreement as insale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital StockStock to the Company or any other Restricted Subsidiary, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to the Company or any other Restricted Subsidiary, or (d) transfer any of its properties or assets to the Company or any other Restricted Subsidiary or (e) guarantee any Indebtedness of the Company or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) applicable law or any agreement applicable rule, regulation or instrument in effect on the Issue Date and listed on Schedule D attached to this Indentureorder, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (iii) customary restrictions on transfers of property subject to a Lien permitted under this Indenture (including purchase money Liens permitted under this Indenture), (iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or 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, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) aboveeither case, so long as such encumbrance or restriction, by its terms, terminates on the earlier of the termination of such agreement or the consummation of such agreement and so long as such restriction applies only to the Capital Stock or assets to be sold), (vi) any agreement in effect on the Issue Date (including, without limitation, the Credit Facility), (vii) this Indenture and the Guarantees, and (viii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Holders of the Securities with respect to such encumbrances or restrictions are no less favorable in any material respect than those under or pursuant to the Company agreement amended, extended, refinanced, renewed or any Restricted Subsidiary than those contained in the respective agreement as inreplaced.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will Parent shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital Stock, (b) pay any Indebtedness owed to the Company Parent or any other Restricted Subsidiary, (c) make loans or advances to the Company Investments in Parent or any other Restricted Subsidiary, or (d) transfer any of its properties or assets to the Company Parent or any other Restricted Subsidiary, Subsidiary except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any agreement or instrument in effect on the Issue Date date of this Indenture and listed any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements, as in effect on Schedule D attached to the date of this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland)law, (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company Parent or any Restricted Subsidiary, (iv) any agreement or other instrument of a Person acquired by the Company Parent or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or 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, (v) any mortgage such customary encumbrance or other restriction contained in a security document creating a Lien on real permitted under this Indenture to the extent relating to the property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect asset subject to such real propertyLien, (vi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (d) of this paragraph (a), (vii) any agreement for the sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition, (viii) provisions with respect to the disposition of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business, (ix) any Senior Credit Facility entered into pursuant to clause (k) of the definition of Permitted Indebtedness and (x) any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) either (i) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or a default with respect to a Restricted Subsidiaryfinancial covenant contained in such Indebtedness or agreement, an agreement that has been entered into for or (ii) Parent determines at the sale or disposition time any such Indebtedness is incurred (and at the time of all or substantially all any modification of the Companyterms of any such encumbrance or restriction) that any such encumbrance or restriction will not materially affect Parent's Capital Stock in, ability to make principal or substantially all interest payments on the assets of, such Restricted Subsidiary, Notes and (viiB) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture encumbrance or described in clause (v) above, so long as such encumbrances or restrictions are no less favorable in any material respect restriction is not materially more disadvantageous to the Company Holders of the Notes than is customary in comparable financings or any Restricted Subsidiary than those contained agreements (as determined by Parent in the respective agreement as ingood faith).

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital Stock, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to Investments in the Company or any other Restricted Subsidiary, or (d) transfer any of its properties or assets to the Company or any other Restricted Subsidiary or (e) guarantee any Indebtedness of the Company or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any agreement or instrument in effect on the Issue Date and listed on Schedule D A attached to this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or 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, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B A attached to this Indenture or described in clause (v) above, so long as such encumbrances or restrictions are no less favorable in any material respect to the Company or any Restricted Subsidiary than those contained in the respective agreement as into

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to to: (a) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital Stock, (b) or any other interest or participation in, or measured by, its profits, owned by the Company or by any Restricted Subsidiary, or pay any Indebtedness owed to the Company or any other Restricted Subsidiary, ; (cb) make loans or advances to the Company or any other Restricted Subsidiary, ; or (dc) transfer any of its properties or assets to the Company or to any other Restricted Subsidiary, except except, in all such cases each case, for such encumbrances or restrictions existing under or by reason of of: (i) any agreement or instrument in effect on the Issue Date and listed on Schedule D attached to this Indenture, applicable law; (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), this Indenture; (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, ; (iv) any agreement or other instrument governing Indebtedness of a Person person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)acquisition, which encumbrance or restriction is not applicable to any Personperson, or the properties or assets of any Personperson, other than the Person, person or the property or assets of the Person, its Subsidiaries so acquired, ; (v) any mortgage or other Lien written agreement existing on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date or amendments or modifications thereto, provided that prohibits transfers of no such agreement shall be modified or amended in such a manner as to make the type described encumbrance or restriction more restrictive than as in (d) above with respect to such real property, effect on the Issue Date; (vi) with respect to a Restricted SubsidiaryIndebtedness existing and as in effect on the Issue Date, an agreement including, without limitation, the U.S. Revolving Credit Facility or any refinancing, refunding, replacement or extensions thereof, provided that has been entered into for the sale any such encumbrance or disposition of all restriction contained in any refinancing, refunding, replacement or substantially all extension of the Company's Capital Stock in, U.S. Revolving Credit Facility shall be no more restrictive than such encumbrance or substantially all restriction contained in the assets of, such Restricted Subsidiary, U.S. Revolving Credit Facility as in effect on the Issue Date; (vii) Indebtedness under the refinancing of Peruvian Revolving Credit Facility or any refinancings, refundings, replacements or extensions thereof, provided that such restrictions do not prohibit payments pursuant to the intercompany agreements between the Company and the Restricted Subsidiaries as in effect on the Issue Date or pursuant to any replacements thereof or pursuant to any comparable agreements thereto, in each case providing for the same or similar payments; and (viii) Indebtedness incurred under the agreements listed on Schedule B attached to in accordance with this Indenture Indenture, provided that such encumbrance or described in clause (v) above, so long as such encumbrances restriction shall be no more restrictive than 58 any encumbrance or restrictions are no less favorable in any material respect to the Company or any Restricted Subsidiary than those restriction contained in the respective agreement as inRevolving Credit Facilities.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital StockStock or any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to the Company or any other Restricted Subsidiary, or (d) transfer any of its properties or assets to the Company or any other Restricted Subsidiary or (e) guarantee any Indebtedness of the Company or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) applicable law or any agreement applicable rule, regulation or instrument in effect on the Issue Date and listed on Schedule D attached to this Indentureorder, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iiiA) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary and (B) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreement of the Company or any Restricted Subsidiary, (iii) customary restrictions on transfers of property subject to a Lien permitted under this Indenture, (iv) instruments governing Indebtedness as in effect on the Issue Date, including the Credit Agreement, (v) any agreement or other instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged or consolidated with the Company or any Restricted Subsidiary, or which agreement or instrument is assumed by the Company or any Restricted Subsidiary in connection with an acquisition of assets from such Person, as in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or 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, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) aboveeither case, so long as such encumbrances encumbrance or restrictions are no less favorable restriction, by its terms, terminates on the earlier of the termination of such agreement or the consummation of such agreement and so long as such restriction applies only to the Capital Stock or assets to be sold), (vii) any agreement in effect on the Issue Date, (viii) this Indenture and the Guarantees, (ix) joint venture agreements and other similar agreements entered into in the ordinary course of business that prohibit actions of the type described in clauses (a), (c), (d) and (e) above, (x) any material agreement entered into with respect to a Special Purpose Vehicle in connection with a Securitization Transaction, containing customary restrictions required by the institutional sponsor or arranger of such Securitization Transaction in similar types of documents relating to the purchase of similar assets in connection with the financing thereof, (xi) restrictions relating to Foreign Subsidiaries contained in Indebtedness incurred pursuant to clause (xii) or (xvi) of Section 10.08(b), (xii) (A) on cash or other deposits or net worth imposed by customers or suppliers under agreements entered into in the ordinary course of business, (B) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or such Restricted Subsidiary or adversely effect the ability of the Company to make interest and principal payments with respect to the Securities or (C) pursuant to Interest Rate Protection Agreements, (xiii) Purchase Money Obligations with respect to property or assets acquired in the ordinary course of business that impose encumbrances or restrictions on the property or assets so acquired, (xiv) an agreement or instrument relating to any Indebtedness permitted to be incurred subsequent to the Issue Date pursuant to Section 10.08 (A) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders of the Securities than the encumbrances and restrictions contained in instruments governing Indebtedness as in effect on the Issue Date (as determined in good faith by the Company), or (B) if such encumbrance or restriction is not materially more disadvantageous to the Holders of the Securities than is customary in comparable financings (as determined in good faith by the Company) and either (x) the Company determines in good faith that such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Securities or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness and (xv) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Holders of the Securities with respect to such dividend and payment restrictions than those contained in under or pursuant to the respective agreement as inamended, extended, refinanced, renewed or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Publishing will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, dividends or make any other distributions distribution on its Capital Stock to the Company Publishing or any other Restricted Subsidiary on or in respect of its Capital StockSubsidiary, (b) pay any Indebtedness owed to the Company Publishing or any other Restricted Subsidiary, (c) make loans or advances to the Company or any other Restricted Subsidiary, Investment in Publishing or (d) transfer any of its properties or assets to the Company Publishing or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any agreement encumbrance or instrument restriction pursuant to or in connection with the New Bank Credit Facility or the FDTH Bank Credit Facility as in effect on the Issue Date and listed date of this Indenture or any other agreement in effect on Schedule D attached to the date of this IndentureIndenture (including the AP-91 Senior Notes), (ii) applicable law any encumbrance or regulation (including corporate governance provisions required by applicable law restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of Publishing on the date of this Indenture, in existence at the time such Person becomes a Restricted Subsidiary of Publishing and regulations of the National Bank of Poland)not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, (iii) any encumbrance or restriction pursuant to or in connection with documents existing or securing any Foreign Subsidiary Indebtedness that is not materially more restrictive than the terms of any such restrictions existing on the date of the Indenture or the date such Subsidiary becomes a Restricted Subsidiary, as determined in good faith by an officer of Publishing, (iv) encumbrances or restrictions entered into by Southam in connection with Indebtedness of Southam Incurred at a time when Southam is a Public Entity, (v) encumbrances or restrictions contained in the terms of any Mirror Preferred; provided that such Mirror Preferred continues to quality as such under the definition thereof, (vi) customary non-provisions restricting subletting or assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (iv) any agreement or other instrument of a Person acquired by the Company Publishing or any Restricted Subsidiary in existence at the time of such acquisition and (but not created in contemplation thereof), which vii) any encumbrance or restriction is not applicable to existing under any Personagreement that extends, renews, refinances or replaces the properties agreements containing the encumbrances or assets of any Personrestrictions in the foregoing clauses (i), (ii) and (iii) (other than the Person, or covenants in the property or assets AP-91 Senior Notes); provided that the terms and conditions of the Person, so acquired, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) above, so long as such encumbrances or restrictions are no not materially less favorable in any material respect to the Company or any Restricted Subsidiary Holders than those contained in under or pursuant to the respective agreement as inevidencing the Indebtedness so extended, renewed, refinanced or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise enter into or cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay 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 to the extent owned by the Company or any Restricted Subsidiary on or in respect of its Capital StockSubsidiary, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to any Investment in the Company or any other Restricted Subsidiary, Subsidiary or (d) transfer any of its properties or assets to the Company or to any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any agreement encumbrance or instrument restriction in effect existence on the Issue Date and listed on Schedule D attached to this IndentureDate, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of provisions, (iii) any lease encumbrances or restriction pertaining to an asset subject to a Lien to the extent set forth in the security documentation governing a leasehold interest of the Company or any Restricted Subsidiarysuch Lien, (iv) any agreement encumbrance or other instrument of restriction applicable to a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but that it becomes a Restricted Subsidiary that is not created in contemplation thereof), which encumbrance or 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, (v) any mortgage encumbrance or other Lien on real property acquired restriction existing under any agreement that refinances or improved replaces an agreement containing a restriction permitted by clause (iv) above; PROVIDED that the Company terms and conditions of any such encumbrance or any Restricted Subsidiary after restriction are not materially less favorable to the Issue Date that prohibits transfers holders of Notes than those under or pursuant to the type described in (d) above with respect to such real propertyagreement being replaced or the agreement evidencing the Indebtedness refinanced, (vi) with respect to any encumbrance or restriction imposed upon a Restricted Subsidiary, Subsidiary pursuant to an agreement that which has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock inor assets of such Restricted Subsidiary or any Asset Sale to the extent limited to the Capital Stock or assets in question, and (vii) any customary encumbrance or substantially restriction applicable to a Restricted Subsidiary that is contained in an agreement or instrument governing or relating to Permitted Indebtedness contained in any Debt Securities or Permitted Credit Facility; PROVIDED that the terms and conditions of any such encumbrance or restriction contained in any Debt Securities are no more restrictive than those contained in this Indenture; PROVIDED, FURTHER, that the provisions of such agreement or instrument permit the payment of interest and principal and mandatory repurchases pursuant to the terms of this Indenture and the Notes and other Indebtedness (other than Subordinated Indebtedness) that is solely an obligation of the Company; and PROVIDED, FURTHER, that such agreement or instrument may contain customary covenants regarding the merger of or sale of all or any substantial part of the assets of, such of the Company or any Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed customary restrictions on Schedule B attached to this Indenture or described in clause (v) above, so long as such encumbrances or restrictions are no less favorable in any material respect transactions with affiliates and customary subordination provisions governing indebtedness owed to the Company or any Restricted Subsidiary than those contained in the respective agreement as inSubsidiary.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital StockStock to the Company or any Restricted Subsidiary, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to an Investment in the Company or any other Restricted Subsidiary, Subsidiary or (d) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) pursuant to any agreement or instrument in effect or entered into on the Issue Date and listed on Schedule D attached to date of this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (iv) pursuant to any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any other Person, other than the Person, or the property or assets of the Person, so acquired, (viii) any mortgage by reason of customary non- assignment or other Lien on real preferential purchase right provisions in leases, licenses and agreements entered into in the ordinary course of business, (iv) pursuant to capital leases and purchase money obligations for property leased or acquired or improved by in the Company or any Restricted Subsidiary after the Issue Date ordinary course of business that prohibits transfers impose restrictions of the type nature described in clause (d) above with respect on the property so leased or acquired, (v) pursuant to such real propertyany merger agreements, stock purchase agreements, asset sale agreements and similar agreements limiting the transfer of properties and assets pending consummation of the subject transaction, (vi) with respect pursuant to a Permitted Liens which are customary limitations on the transfer of collateral, (vii) pursuant to applicable law, (viii) pursuant to agreements among holders of Capital Stock of any Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all Subsidiary of the Company's Company requiring distributions in respect of such Capital Stock in, or substantially all to be made pro rata based on the assets of, percentage of ownership in and/or contribution to such Restricted Subsidiary, (viiix) the refinancing pursuant to typical cash management plans that provide for an orderly repatriation of Indebtedness incurred funds designed to optimize after-tax cash flow and agreed to by all shareholders of a Foreign Subsidiary or (x) existing under any agreement that extends, renews, refinances or replaces the agreements listed on Schedule B attached to this Indenture or described containing the restrictions in clause the foregoing clauses (vi) aboveand (ii), so long as provided, that the terms and conditions of any such encumbrances or restrictions are no not materially less favorable in any material respect to the Company or any Restricted Subsidiary Holders of the Securities than those contained in under or pursuant to the respective agreement as inevidencing the Indebtedness so extended, renewed, refinanced or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create create, assume or otherwise cause or suffer to exist or to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (a) pay dividends, in cash or otherwise, dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiary on or Subsidiaries; (b) make payments in respect of its Capital Stock, (b) pay any Indebtedness Debt owed to the Company or any other of its Restricted Subsidiary, Subsidiaries; or (c) make loans or advances to the Company or any other of the Company's Restricted SubsidiarySubsidiaries; PROVIDED, or HOWEVER, that the following restrictions shall not be prohibited pursuant to this Section 4.12: (di) transfer any of its properties or assets those contained in this Indenture, the Existing Indenture, a Bank Facility, a Warehouse Facility, and Refinancing Debt (to the Company extent restrictions contained in such Refinancing Debt are not more restrictive than those contained in the Debt being refinanced); (ii) consensual encumbrances or restrictions binding upon any other Restricted SubsidiaryPerson at the time such Person becomes a Subsidiary of the Company, except in all such cases for PROVIDED that such encumbrances or restrictions existing under are not created, incurred or by reason assumed in contemplation of (i) any agreement or instrument in effect on the Issue Date and listed on Schedule D attached to this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations such Person becoming a Subsidiary of the National Bank of Poland), (iii) customary non-assignment provisions of Company and do not extend to any lease governing a leasehold interest other property of the Company or any Restricted Subsidiary, another of its Subsidiaries; (iii) restrictions contained in security agreements permitted by this Indenture securing Debt permitted by this Indenture to the extent such restrictions restrict the transfer of assets subject to such security agreements; (iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable consisting of customary nonassignment provisions in leases to any Person, or the properties or assets of any Person, other than extent such provisions restrict the Person, or the property or assets transfer of the Person, so acquired, leases; (v) any mortgage encumbrance or other Lien restriction pursuant to an agreement in effect on real property acquired February 2, 1998; or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) any restrictions with respect to a Restricted Subsidiary, Subsidiary of the Company imposed pursuant to an agreement that which has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, of such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) above, so long as such encumbrances or restrictions are no less favorable in any material respect to the Company or any Restricted Subsidiary than those contained in the respective agreement as in.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will (a) Holdings shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective effective, any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to to: (ai) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company on its Capital Stock or any other interest or participation in, or measured by, its profits, owned by Holdings or any Restricted Subsidiary on Subsidiary, or in respect of its Capital Stock, (b) pay any Indebtedness owed to the Company to, Holdings or any other Restricted Subsidiary, (cii) make loans or advances to the Company or any other Restricted SubsidiaryHoldings, or (diii) transfer any of its properties or assets to the Company or any other Restricted SubsidiaryHoldings, except in all such cases for such encumbrances or restrictions existing under or by reason of of: (A) applicable law, (B) Indebtedness permitted (1) under Section 4.07(a) and (2) under clauses (i) any agreement or instrument in effect on the Issue Date and listed on Schedule D attached to this Indenture), (ii) applicable law or regulation and (including corporate governance provisions required by applicable law iii) of Section 4.07(b) and regulations of the National Bank of Polandclauses (iv), (iiivii) and (x) of the definition of "Other Permitted Indebtedness," (C) customary non-provisions restricting subletting or assignment provisions of any lease governing a leasehold interest or license of the Company Holdings or any Restricted Subsidiary, (ivD) customary provisions of any franchise, distribution or similar agreement, (E) any agreement instrument governing Indebtedness or preferred stock or any other instrument encumbrance or restriction of a Person acquired by the Company Holdings or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)acquisition, which encumbrance or 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, (vF) Indebtedness or other agreements existing on the date of original issuance of the Notes, (G) any mortgage or other Lien on real property acquired or improved by Refinancing Indebtedness permitted under Section 4.07, provided that the Company or restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive in any Restricted Subsidiary after material respect with regard to the Issue Date that prohibits transfers interests of the type described holders of the Notes than those contained in (d) above with respect to such real propertythe agreements governing the Indebtedness being refinanced, (viH) any restrictions, with respect to a Restricted Subsidiary, imposed pursuant to an agreement that has been entered into for the sale or disposition of all the stock, business, assets or substantially all properties of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (viiI) the refinancing terms of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture purchase money or described in clause (v) abovecapital lease obligations, so long as such encumbrances or restrictions are no less favorable in any material respect but only to the Company extent such purchase money obligations restrict or prohibit the transfer of the property so acquired, or (J) any instrument governing the sale of assets of Holdings or any Restricted Subsidiary than those contained Subsidiary, which encumbrance or restriction applies solely to the assets of Holdings or such Restricted subsidiary being sold in the respective agreement as insuch transaction.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital StockStock to the Company or any other Restricted Subsidiary, (b) pay any Indebtedness owed to the Company or any other Restricted SubsidiarySubsidiary of the Company, (c) make loans or advances to the Company or any other Restricted SubsidiarySubsidiary of the Company, or (d) transfer any of its properties or assets to the Company or any other Restricted SubsidiarySubsidiary of the Company or (e) guarantee any Indebtedness of the Company or any other Restricted Subsidiary of the Company, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) applicable law or any agreement applicable rule, regulation or instrument in effect on the Issue Date and listed on Schedule D attached to this Indentureorder, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted SubsidiarySubsidiary of the Company, (iii) customary restrictions on transfers of property subject to a Lien permitted under this Indenture (including purchase money Liens permitted under this Indenture), (iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or 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, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) aboveeither case, so long as such encumbrance or restriction, by its terms, terminates on the earlier of the termination of such agreement or the consummation of such agreement and so long as such restriction applies only to the Capital Stock or assets to be sold), (vi) any agreement in effect on January 28, 1999, including, without limitation, the Indenture, dated as of January 28, 1999 among the Company, State Street Bank and Trust Company and the guarantors named therein (the "1999 Indenture") and the Credit Facility, as defined in the 1999 Indenture, (vii) this Indenture and the Guarantees, and (viii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided that the terms and conditions of any such agreement are not materially less favorable to the Holders of the Securities with respect to such encumbrances or restrictions are no less favorable in any material respect than those under or pursuant to the Company agreement amended, extended, refinanced, renewed or any Restricted Subsidiary than those contained in the respective agreement as inreplaced.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company or any other Restricted Subsidiary on or in respect of its Capital StockStock or with respect to any other interest or participation in, (b) or measured by, its profits, or pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (cii) make loans or advances to the Company or any other Restricted Subsidiary, or (diii) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (ia) any agreement or instrument the New Credit Agreement as in effect on the Issue Date Date, and listed on Schedule D attached any amendments, restatements, renewals, replacements or refinancings thereof; provided that such amendments, restatements, renewals, replacement or refinancings are no more restrictive in the aggregate with respect to such dividend and other payment restrictions than those contained in the New Credit Agreement (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (iib) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland)law, (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (ivc) any agreement instrument governing Indebtedness or other instrument Capital Stock of a an Acquired Person acquired by the Company or any of its Restricted Subsidiary Subsidiaries as in existence effect at the time of such acquisition (but not created except to the extent such Indebtedness was incurred in contemplation thereofconnection with such acquisition), which encumbrance or ; provided that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, or and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of this Indenture, (d) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property or assets of the Person, so acquired, (vf) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, of such Restricted Subsidiary; provided that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under the covenant described under Section 4.14, and provided further that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, (viig) Refinancing Indebtedness permitted under this Indenture; provided that the refinancing of Indebtedness incurred under restrictions contained in the agreements listed on Schedule B attached to this Indenture or described in clause (v) above, so long as governing such encumbrances or restrictions Refinancing Indebtedness are no less favorable more restrictive in any material respect to the Company or any Restricted Subsidiary aggregate than those contained in the respective agreement as inagreements governing the Indebtedness being refinanced immediately prior to such refinancing, (h) the Acquisition Agreement or (i) this Indenture.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will Shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary to (ai) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital Stock, (bii) pay any Indebtedness Debt owed to the Company RTOC or any other Restricted Subsidiary, (ciii) make loans or advances to the Company to, or any investment in, RTOC or any other Restricted Subsidiary, or (div) transfer any of its properties or assets to the Company RTOC or any other Restricted SubsidiarySubsidiary (collectively, “Payment Restrictions”), except in all such cases for such encumbrances or restrictions existing under or by reason of (iA) applicable law, rules or regulations, or any order or ruling by any Governmental Authority; (B) any agreement or instrument in effect at or entered into on the Issue Closing Date (including, without limitation, this Agreement, the Installment Note Agreement and listed on other agreements described in Schedule D attached to this Indenture, 5.04(e)); (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iiiC) customary non-assignment provisions of any contract, license or any lease governing a leasehold interest of the Company RTOC or any Restricted Subsidiary, ; (D) customary restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (E) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iv) above on the property so acquired; (F) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for a sale of all or substantially all the Capital Stock or assets of such Restricted Subsidiary, to the extent such sale is permitted by this Agreement; (G) any agreement or other instrument governing Debt, Preferred Stock or Redeemable Capital Stock of a Person acquired by the Company RTOC or any Restricted Subsidiary (or of a Restricted Subsidiary of such Person) in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property properties, assets or assets Subsidiaries of the Person, so acquired, ; (vH) any mortgage provisions contained in agreements or other Lien on real property acquired instruments relating to Debt or improved by Preferred Stock which prohibit the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition transfer of all or substantially all of the Company's Capital Stock in, assets of the obligor or substantially all issuer thereunder unless the assets of, transferee shall assume the obligations of the obligor or issuer under such Restricted Subsidiary, agreement or instrument; or (viiI) encumbrances or restrictions contained in any agreement or instrument governing RTOC Permitted Refinancing Debt; provided that the refinancing encumbrances or restrictions of Indebtedness incurred under the agreements listed on Schedule B attached type referred to this Indenture or described in clause (vi),(ii), (iii) or (iv) above, so long as contained in such encumbrances or restrictions agreement governing such RTOC Permitted Refinancing Debt are no less favorable in any material respect to the Company or any Restricted Subsidiary more restrictive (taken as a whole) than those contained in the respective agreement as ingoverning the Debt being refinanced.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company or any other Restricted Subsidiary on or in respect of its Capital StockStock or with respect to any other interest or participation in, (b) or measured by, its profits, or pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (cii) make loans or advances to the Company or any other Restricted Subsidiary, or (diii) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (ia) any agreement or instrument the Credit Agreement as in effect on the Issue Date Date, and listed on Schedule D attached any amendments, restatements, renewals, replacements or refinancings thereof; provided that such amendments, restatements, renewals, replacements or refinancings are no more restrictive in the aggregate with respect to such dividend and other payment restrictions than those contained in the Credit Agreement (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (iib) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland)law, (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (ivc) any agreement instrument governing Indebtedness or other instrument Capital Stock of a an Acquired Person acquired by the Company or any of its Restricted Subsidiary Subsidiaries as in existence effect at the time of such acquisition (but not created except to the extent such Indebtedness was incurred in contemplation thereofconnection with such acquisition), which encumbrance or ; provided that (1) such restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, or and (2) the consolidated net income of an Acquired Person for any period prior to such acquisition shall not be taken into account in determining whether such acquisition was permitted by the terms of this Indenture, (d) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (e) Purchase Money Indebtedness for property acquired in the ordinary course of business that only impose restrictions on the property or assets of the Person, so acquired, (vf) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, of such Restricted Subsidiary; provided that such restriction is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted under the covenant described under Section 4.14; and provided, further, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, (viig) Refinancing Indebtedness permitted under this Indenture; provided that the refinancing of Indebtedness incurred under restrictions contained in the agreements listed on Schedule B attached to this Indenture or described in clause (v) above, so long as governing such encumbrances or restrictions Refinancing Indebtedness are no less favorable more restrictive in any material respect to the Company or any Restricted Subsidiary aggregate than those contained in the respective agreement as inagreements governing the Indebtedness being refinanced immediately prior to such refinancing, or (h) this Indenture.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (a) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital Stock, ; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, Subsidiary of the Company; or (c) make loans or advances to the Company or any other Restricted Subsidiary, or (d) transfer any of its properties property or assets to the Company or any other Restricted SubsidiarySubsidiary of the Company, except in all such cases for such encumbrances or restrictions existing under or by reason of of: (i1) any agreement or instrument in effect on the Issue Date and listed on Schedule D attached to applicable law; (2) this Indenture, ; (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at of the time of such acquisition Company; (but not created in contemplation thereof)4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property properties or assets of the Person, Person so acquired, ; (v5) any mortgage or other Lien agreements existing on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (6) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above; PROVIDED, HOWEVER, that prohibits transfers the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the type described Company in (d) above with respect their reasonable and good faith judgment than the provisions relating to such real propertyencumbrance or restriction contained in agreements referred to in such clause (2), (vi4) or (5); (7) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with respect a Qualified Receivables -41- Transaction, provided that such restrictions apply only to a Restricted such Receivables Subsidiary, an agreement ; or (8) purchase money obligations for property acquired in the ordinary course of business that has been entered into for the sale or disposition of all or substantially all impose restrictions of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or nature described in clause (vc) above, above on the property so long as such encumbrances or restrictions are no less favorable in any material respect to the Company or any Restricted Subsidiary than those contained in the respective agreement as inacquired.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to to: (a) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital Stock, (b) or any other interest or participation in, or measured by, its profits, owned by the Company or by any Restricted Subsidiary, or pay any Indebtedness owed to the Company or any other Restricted Subsidiary, ; (cb) make loans or advances to the Company or any other Restricted Subsidiary, ; or (dc) transfer any of its properties or assets to the Company or to any other Restricted Subsidiary, except except, in all such cases each case, for such encumbrances or restrictions existing under or by reason of of: (i) any agreement or instrument in effect on the Issue Date and listed on Schedule D attached to this Indenture, applicable law; (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), this Indenture; (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, ; (iv) any agreement or other instrument governing Indebtedness of a Person person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)acquisition, which encumbrance or restriction is not applicable to any Personperson, or the properties or assets of any Personperson, other than the Person, person or the property or assets of the Person, its Subsidiaries so acquired, ; (v) any mortgage or other Lien written agreement existing on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date or amendments or modifications thereto, PROVIDED that prohibits transfers of no such agreement shall be modified or amended in such a manner as to make the type described encumbrance or restriction more restrictive than as in (d) above with respect to such real property, effect on the Issue Date; (vi) with respect to a Restricted SubsidiaryIndebtedness existing and as in effect on the Issue Date, an agreement including, without limitation, the U.S. Revolving Credit Facility or any refinancing, refunding, replacement or extensions thereof, PROVIDED that has been entered into for the sale any such encumbrance or disposition of all restriction contained in any refinancing, refunding, replacement or substantially all extension of the Company's Capital Stock in, U.S. Revolving Credit Facility shall be no more restrictive than such encumbrance or substantially all restriction contained in the assets of, such Restricted Subsidiary, U.S. Revolving Credit Facility as in effect on the Issue Date; (vii) Indebtedness under the refinancing of Peruvian Revolving Credit Facility or any refinancings, refundings, replacements or extensions thereof, PROVIDED that such restrictions do not prohibit payments pursuant to the intercompany agreements between -57- the Company and the Restricted Subsidiaries as in effect on the Issue Date or pursuant to any replacements thereof or pursuant to any comparable agreements thereto, in each case providing for the same or similar payments; and (viii) Indebtedness incurred under the agreements listed on Schedule B attached to in accordance with this Indenture Indenture, PROVIDED that such encumbrance or described in clause (v) above, so long as such encumbrances restriction shall be no more restrictive than any encumbrance or restrictions are no less favorable in any material respect to the Company or any Restricted Subsidiary than those restriction contained in the respective agreement as inRevolving Credit Facilities.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) to pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital Stock, (b) pay or make payments on any Indebtedness owed owed, to the Company or any other Restricted Subsidiary, (cb) to make loans or advances to the Company or any other Restricted Subsidiary, or (dc) to transfer any of its properties or assets Property to the Company or any other Restricted SubsidiarySubsidiary or (d) to guarantee the Senior Notes (any such restrictions being collectively referred to herein as a "Payment Restriction"), except in all any such cases case for such encumbrances or restrictions existing under or by reason of (i) any agreement or instrument in effect on the Issue Date and listed on Schedule D attached to this Indenture, the Series A Indenture, the Credit Facility or any other agreement in effect or entered into on the Series A Issue Date, or (ii) applicable law any agreement, instrument or regulation (including corporate governance provisions required by applicable law charter of or in respect of a Restricted Subsidiary entered into prior to the date on which such Restricted Subsidiary became a Restricted Subsidiary and regulations outstanding on such date and not entered into in connection with or in contemplation of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing becoming a leasehold interest of the Company or any Restricted Subsidiary, (iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of provided such acquisition (but not created in contemplation thereof), which consensual encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, Properties other than those owned or held by the Person, Restricted Subsidiary at the time it became a Restricted Subsidiary or the property or assets of the Person, so acquired, (v) any mortgage or subsequently acquired by such Restricted Subsidiary other Lien on real property acquired or improved by than the Company or any other Restricted Subsidiary after Subsidiary, or (iii) pursuant to an agreement effecting a modification, renewal, refinancing, replacement or extension of any agreement, instrument or charter (other than this Indenture or the Issue Date Series A Indenture) referred to in clause (i) or (ii) above, provided, however, that prohibits transfers the provisions relating to such encumbrance or restriction are not materially less favorable to the Holders of the type described Senior Notes than those under or pursuant to the agreement, instrument or charter so modified, renewed, refinanced, replaced or extended, or (iv) customary provisions restricting the subletting or assignment of any lease or the transfer of copyrighted or patented materials, or (v) provisions in (d) above with respect to agreements that restrict the assignment of such real propertyagreements or rights thereunder, or (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or other disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached any Properties subject to this Indenture or described in clause (v) above, so long as such encumbrances or restrictions are no less favorable in any material respect to the Company or any Restricted Subsidiary than those contained in the respective agreement as ina Lien securing Indebtedness.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to to: (ai) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary distribution on or in respect of its Capital Stock, Stock to the Company or any other Restricted Subsidiary; (bii) make loans or advances to the Company or any other Restricted Subsidiary to pay any Indebtedness owed to the Company or any other Restricted Subsidiary, ; (ciii) make loans or advances to an investment in the Company or any other Restricted Subsidiary, ; or (div) transfer any of its properties or assets Properties to the Company or any other Restricted Subsidiary, except in all such cases each instance for such encumbrances or restrictions existing under pursuant to: (a) applicable law, (b) this Indenture, the Notes, the Collateral Documents, the Revolving Credit Facility or by reason the Bridge Loan, (c) agreements in effect as of (i) any agreement the Closing Date to the extent and in the manner such encumbrances or instrument restrictions are in effect on the Issue Date and listed on Schedule D attached to this Indenturesuch date, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (ivd) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any other Person, other than the Person, or the property or assets of the Person, so acquired, (ve) customary non-assignment restrictions in leases and licenses relating solely to the property covered thereby and entered into in the ordinary course of business, (f) any mortgage agreement for the sale or other disposition of a Restricted Subsidiary or its assets not otherwise prohibited by this Indenture that restricts transactions by the Restricted Subsidiary solely with respect to shares of Capital Stock of the Restricted Subsidiary or such assets pending such sale or other disposition, provided that any encumbrance or restriction pursuant to such agreement by its terms lapses no later than 180 days after the date of such agreement, (g) customary non-assignment restrictions in joint venture agreements, Permitted Farmout Agreements or other similar agreements not otherwise prohibited by this Indenture relating solely to the equity interests in the joint venture or similar entity, or solely to the Farmout Property in the case of a Permitted Farmout Agreement, and in each case entered into in the ordinary course of 102 business, (h) provisions in an agreement or instrument to governing a Permitted Lien on real property acquired or improved by that limit the ability of the Company or any Restricted Subsidiary after the Issue Date to dispose of assets subject to that prohibits transfers Permitted Lien, or (i) any agreement governing Refinancing Indebtedness that extends, renews, refinances or replaces Indebtedness issued, assumed or incurred pursuant to any of the type described agreements referred to in the foregoing clauses (db) above with respect through (h); provided that the provisions relating to such real property, (vi) with respect to a Restricted Subsidiary, an encumbrance or restriction contained in such agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing of governing Refinancing Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) above, so long as such encumbrances or restrictions are no less favorable in any material respect to the holders of the Notes as determined by the Board of Directors of the Company or any Restricted Subsidiary in its reasonable and good faith judgment than those contained under or pursuant to the applicable agreement referred to in the respective agreement as inforegoing clauses (b) through (h).

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist exist, or enter into any agreement with any person that would cause to become effective effective, any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital StockStock or any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to the Company or any other Restricted Subsidiary, Subsidiary or (d) transfer any of its properties property or assets to the Company or to any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any agreement encumbrance or instrument restriction existing under the security documentation for the New Credit Agreement as in effect on the Issue Date and listed on Schedule D attached relating to this Indentureassets subject to a Lien created thereby, (ii) applicable law any encumbrance or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland)restriction, (iii) customary non-assignment provisions of any lease governing with respect to a leasehold interest of the Company or any Restricted Subsidiary, (iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary that is not a Restricted Subsidiary on the Issue Date, in existence at the time of such acquisition person becomes a Restricted Subsidiary (but not created in contemplation thereof), which and (iii) any encumbrance or restriction is not applicable to existing under any Personagreement that refinances or replaces the agreements containing the restrictions in the foregoing clauses (i) and (ii), or provided that the properties or assets terms and conditions of any Person, other than the Person, or the property or assets of the Person, so acquired, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred restrictions permitted under the agreements listed on Schedule B attached to this Indenture or described in clause (viii) above, so long as such encumbrances or restrictions are no not materially less favorable in any material respect to the Company or any Restricted Subsidiary Holders of Securities than those contained in under or pursuant to the respective agreement as inevidencing the indebtedness being refinanced.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital Stock, (b) pay or make payments on any Indebtedness owed owed, to the Company or any other Restricted Subsidiary, (cb) to make loans or advances to the Company or any other Restricted Subsidiary, Subsidiary or (dc) to transfer any of its properties or assets Property to the Company or any other Restricted SubsidiarySubsidiary (any such restrictions being collectively referred to herein as a "Payment Restriction"), except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any agreement customary provisions restricting subletting or instrument in effect on the Issue Date and listed on Schedule D attached to this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business, (ivii) any agreement or other instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any other Person, other than the Person, or the property or assets Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition or (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (viiiii) the refinancing Bank Credit Facilities as in effect on the date of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) aboveany agreement that amends, so long as such encumbrances modifies, supplements, restates, extends, renews or restrictions refinances the Bank Credit Facilities, provided that the terms and conditions of any Payment Restriction thereunder are no not materially less favorable in any material respect to the Company or any Restricted Subsidiary Holders of the Securities than those contained under the Bank Credit Facilities as in effect on the respective agreement as indate of this Indenture.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (a) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital Stock, ; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, Subsidiary of the Company; or (c) make loans or advances to the Company or any other Restricted Subsidiary, or (d) transfer any of its properties property or assets to the Company or any other Restricted SubsidiarySubsidiary of the Company, except in all such cases for such encumbrances or restrictions existing under or by reason of of: (i1) any agreement or instrument in effect on the Issue Date and listed on Schedule D attached to applicable law; (2) this Indenture, ; (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at of the time of such acquisition Company; (but not created in contemplation thereof)4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property properties or assets of the Person, Person so acquired, ; (v5) any mortgage or other Lien agreements existing on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of to the type described extent and in the manner such agreements are in effect on the Issue Date; or (d6) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing of governing Indebtedness incurred under to Refinance the agreements listed on Schedule B attached Indebtedness issued, assumed or incurred pursuant to this Indenture or described an agreement referred to in clause (v2), (4) or (5) above; PROVIDED, so long as HOWEVER, that the provisions relating to such encumbrances encumbrance or restrictions restriction contained in any such Indebtedness are no less favorable to the Company in any material respect to as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or any Restricted Subsidiary than those restriction contained in the respective agreement as inagreements referred to in such clause (2), (4) or (5).

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions to permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary on or in respect of its Capital StockSubsidiary, (bii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (ciii) make loans or advances to the Company or any other Restricted Subsidiary, Subsidiary or (div) transfer any of its properties property or assets to the Company or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Closing Date in the Indenture or any other agreements in effect on the Closing Date, except and any extensions, refinancings, renewals or replacements of such agreements or of an agreement pursuant to which an encumbrance or restriction permitted under clause (iii) or (iv)(D) of this paragraph exists; provided that the encumbrances and restrictions in all any such cases for such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of (i) any agreement or instrument in effect on the Issue Date and listed on Schedule D attached to this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), law; (iii) customary non-assignment provisions of existing with respect to any lease governing Person (including any Person that becomes a leasehold interest of the Company or any Restricted Subsidiary, (iv) any agreement or other instrument the property or assets of a such Person acquired by the Company or any Restricted Subsidiary in existence Subsidiary, existing at the time of such acquisition (but and not created incurred in contemplation thereof), which encumbrance encumbrances or restriction is restrictions are not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property or assets of any Person other than such Person or the Person, property or assets of such Person so acquired; (iv) in the case of clause (iv) of the first paragraph of this Section 4.05., (vA) that restrict in a customary manner the subletting, assignment or transfer of any mortgage property or other 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 real on, any property acquired or improved by assets of the Company or any Restricted Subsidiary after not otherwise prohibited by the Issue Date Indenture, (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that prohibits transfers do not, individually or in the aggregate, detract from the value of property or assets of the type described Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary or (dD) above with respect restrictions contained in any security agreement (including a Capitalized Lease) securing Indebtedness of the Company or a Restricted Subsidiary otherwise permitted under the Indenture, but only to the extent such restrictions restrict the transfer of the property subject to such real property, security agreement; (viv) with respect to a Restricted Subsidiary, Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock inof, or substantially all the property and assets of, such Restricted Subsidiary, ; (vi) pursuant to applicable law or regulations; (vii) pursuant to the refinancing of Indebtedness incurred under Indenture and the agreements listed on Schedule B attached Notes; or (viii) if, immediately after giving effect to this Indenture or described in clause (v) above, so long as such encumbrances or restrictions are no less favorable restrictions, the Company could Incur at least $1.00 of additional Indebtedness under the first paragraph of Section 4.03.; provided that subsequent Investments in any material respect to such Restricted Subsidiary are reasonably related to, and used in, the business of such Restricted Subsidiary. Nothing contained in this Section 4.05. shall prevent the Company or any Restricted Subsidiary than those contained from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09. or (2) restricting the respective agreement as insale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Neither the Issuers or the Company will notwill, and the Company will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, dividends or make any other distributions distribution on its Capital Stock to the Issuers or the Company or any other Restricted Subsidiary on or in respect of its Capital StockSubsidiary, (b) pay any Indebtedness owed to the Issuers or the Company or any other Restricted Subsidiary, (c) make loans any Investment in the Issuers or advances to the Company or any other Restricted Subsidiary, or (d) transfer any of its properties or assets to the Issuers or the Company or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any agreement encumbrance or instrument restriction pursuant to or in connection with the Bank Credit Facility or the Securities as in effect on the Issue Date and listed on Schedule D attached to this IndentureDate, (ii) applicable law any encumbrance or regulation (including corporate governance provisions required by applicable law and regulations restriction, with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the National Bank Company on the date of Poland)this Indenture, in existence at the time such Person becomes a Restricted Subsidiary of the Company and not Incurred in connection with, or in contemplation, of, such Person becoming a Restricted Subsidiary, (iii) customary non-provisions restricting subletting or assignment provisions of any lease governing a leasehold interest of the Company Issuers or any Restricted Subsidiary, (iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition and (but not created in contemplation thereof), which iv) any encumbrance or restriction is not applicable to existing under any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to agreement effecting a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing Refinancing of Indebtedness incurred under the agreements listed on Schedule B attached referred to this Indenture or described in clause (vi), (ii) above, so long as or (iii) above or this clause (iv); provided that the terms and conditions of any such encumbrances or restrictions are no not materially less favorable in any material respect to the Company or any Restricted Subsidiary Holders than those contained in under or pursuant to the respective agreement as inevidencing such Refinancing, Indebtedness so extended, renewed, refinanced or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company or any other Restricted Subsidiary on or in respect of its Capital StockStock or with respect to any other interest or participation in, (b) or measured by, its profits, or pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (cii) make loans or advances to to, or issue Guarantees for the benefit of, the Company or any other Restricted Subsidiary, Subsidiary or (diii) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (ia) any agreement or instrument the Credit Facility as in effect on the Issue Date Date, and listed on Schedule D attached any amendments, modifications, renewals, refundings, replacements or refinancings thereof; provided that such amendments, modifications, renewals, refundings, replacements or refinancings are no more restrictive in the aggregate with respect to such dividend and other payment restrictions than those contained in the Credit Facility (or, if more restrictive, than those contained in this Indenture) immediately prior to any such amendment, restatement, renewal, replacement or refinancing, (iib) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland)law, (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (ivc) any agreement instrument governing Indebtedness or other instrument Capital Stock of a an Acquired Person acquired by the Company or any of its Restricted Subsidiary Subsidiaries as in existence effect at the time of such acquisition (but not created except to the extent such Indebtedness was incurred in connection with or in contemplation thereofof such acquisition); provided, which however, that no such encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Acquired Person, (d) by reason of customary non-assignment, subletting or net worth provisions in leases or other agreements entered into the ordinary course of business, (e) Purchase Money Obligations for property acquired in the ordinary course of business that impose restrictions only on the property or assets of the Person, so acquired, (vf) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all assets or substantially all of the Company's Capital Stock inof a Restricted Subsidiary; provided, however, that such restriction or substantially all the assets of, encumbrance is only applicable to such Restricted SubsidiarySubsidiary or assets, as applicable, and such sale or disposition otherwise is permitted by Section 4.16; provided, further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery, (viig) Refinancing Indebtedness permitted under this Indenture; provided, however, that the refinancing of Indebtedness incurred under restrictions contained in the agreements listed on Schedule B attached to this Indenture or described in clause (v) above, so long as governing such encumbrances or restrictions Refinancing Indebtedness are no less favorable more restrictive in any material respect to the Company or any Restricted Subsidiary aggregate than those contained in the respective agreement as inagreements governing the Indebtedness being refinanced immediately prior to such refinancing, (h) this Indenture, the Notes and the Guarantees and (i) encumbrances and restrictions imposed by amendments, restatements, renewals, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (h) above; provided that such encumbrances and restrictions are, in the good faith judgment of the Company's Board of Directors, no more restrictive, in any material respect, than those contained in such contracts, instruments or obligations immediately prior to such amendment, restatement, renewal, replacement or refinancing.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (ai) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital StockStock to the Company or any other Restricted Subsidiary, (bii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (ciii) make loans or advances to an investment in the Company or any other Restricted Subsidiary, or (div) transfer any of its properties or assets Properties to the Company or any other Restricted Subsidiary, Subsidiary except in all such cases each instance for such encumbrances or restrictions existing under pursuant to (a) this Indenture or by reason of the Credit Facility, (ib) any other agreement or instrument in effect on the Issue Date and listed on Schedule D attached to date of this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (ivc) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any other Person, or the properties or assets Properties of any other Person, other than the Person, Person or the property or assets Properties of the Person, so acquired, (vd) customary restrictions in leases and licenses relating to the Property covered thereby and entered into in the ordinary course of business or (e) any mortgage agreement that extends, renews, refinances or other Lien on real property acquired or improved by replaces the Company or any Restricted Subsidiary after agreements containing restrictions in the Issue Date foregoing clauses (a) through (d), PROVIDED that prohibits transfers in the case of the type described such agreements referenced in clauses (b) through (d) above above, the terms and conditions of any such restrictions are not materially less favorable to the Holders of the Securities than those under or pursuant to the agreement evidencing the Indebtedness so extended, renewed, refinanced or replaced, and except with respect to such real propertyclause (iv) only, (vi1) with respect to a Restricted Subsidiary, an agreement that has been entered into for restrictions in the sale or disposition form of all or substantially all Liens which are not prohibited under Section 10.15 and which contain customary limitations on the transfer of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, collateral and (vii2) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) above, so long as such encumbrances or customary restrictions are no less favorable in any material respect to the Company or any Restricted Subsidiary than those contained in asset sale agreements limiting the respective agreement as intransfer of such assets pending the closing of such sale.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Neither the Issuers or the Company will notwill, and the Company will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, dividends or make any other distributions distribution on its Capital Stock to the Issuers or the Company or any other Restricted Subsidiary on or in respect of its Capital StockSubsidiary, (b) pay any Indebtedness owed to the Issuers or the Company or any other Restricted Subsidiary, (c) make loans any Investment in the Issuers or advances to the Company or any other Restricted Subsidiary, or (d) transfer any of its properties or assets to the Issuers or the Company or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any agreement encumbrance or instrument restriction pursuant to or in connection with the Bank Credit Facility or the Securities as in effect on the Issue Date and listed on Schedule D attached to this IndentureDate, (ii) applicable law any encumbrance or regulation (including corporate governance provisions required by applicable law and regulations restriction with respect to a Restricted Subsidiary that is not a Restricted Subsidiary of the National Bank Company on the date of Poland)this Indenture that is in existence at the time such Person becomes a Restricted Subsidiary of the Company and not Incurred in connection with, or in contemplation, of, such Person becoming a Restricted Subsidiary, (iii) customary non-provisions restricting subletting or assignment provisions of any lease governing a leasehold interest of the Company Issuers or any Restricted Subsidiary, (iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition and (but not created in contemplation thereof), which iv) any encumbrance or restriction is not applicable to existing under any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to agreement effecting a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing Refinancing of Indebtedness incurred under the agreements listed on Schedule B attached referred to this Indenture or described in clause (vi), (ii) above, so long as or (iii) above or this clause (iv); provided that the terms and conditions of any such encumbrances or restrictions are no not materially less favorable in any material respect to the Company or any Restricted Subsidiary Holders than those contained in under or pursuant to the respective agreement as inevidencing such Refinancing Indebtedness so extended, renewed, refinanced or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital Stock, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to to, or any investment in, the Company or any other Restricted Subsidiary, or (d) transfer any of its properties or assets to the Company or any other Restricted SubsidiarySubsidiary (collectively, "Payment Restrictions"), except in all such cases for such encumbrances or restrictions existing under or by reason of (i) applicable law, rules or regulations, or any order or ruling by any governmental authority; (ii) any agreement in effect at or instrument entered into on the Issue Date (including, without limitation, the Credit Agreement) or any agreement relating to any Permitted Indebtedness; provided, however, that the encumbrances and restrictions contained in the agreements governing such Permitted Indebtedness are no more restrictive with respect to such Payment Restrictions than those set forth in the Credit Agreement as in effect on the Issue Date and listed on Schedule D attached to this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), Date; (iii) customary non-assignment provisions of any contract, license or any lease governing a leasehold interest of the Company or any Restricted Subsidiary, ; (iv) customary restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (v) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (d) above on the property so acquired; (vi) contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Restricted Subsidiary pursuant to an agreement that has been entered into for the sale of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary; (vii) any agreement or other instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary (or of a Restricted Subsidiary of such Person) in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property properties, assets or assets Subsidiaries of the Person, so acquired, ; (vviii) any mortgage provisions contained in agreements or other Lien on real property acquired or improved by instruments relating to Indebtedness which prohibit the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition transfer of all or substantially all of the Company's Capital Stock inassets of the obligor thereunder unless the transferee shall assume the obligations of the obligor under such agreement or instrument; or (ix) Permitted Refinancing Indebtedness, provided that the encumbrances or substantially all restrictions of the assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached type referred to this Indenture or described in clause (va), (b), (c), or (d) above, so long as contained in agreements governing such encumbrances or restrictions Permitted Refinancing Indebtedness are no less favorable in any material respect to the Company or any Restricted Subsidiary more restrictive than those contained in the respective agreement as ingoverning the Indebtedness being refinanced.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital StockStock to the Company or any other Restricted Subsidiary, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to the Company or any other Restricted Subsidiary, or (d) transfer any of its properties or assets to the Company or any other Restricted Subsidiary (other than customary restrictions on transfers of property subject to a Lien permitted under this Indenture that would not materially adversely affect the Company's ability to satisfy its obligations under the Notes and this Indenture) or (e) guarantee any Indebtedness of the Company or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any agreement or instrument in effect on the Issue Date and listed on Schedule D attached to this Indentureapplicable law, (ii) applicable law customary provisions restricting subletting or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest or assignment of any other contract to which the Company or any Restricted SubsidiarySubsidiary is a party or to which any of their respective properties or assets are subject, (iviii) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or 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, (iv) encumbrances and restrictions in effect on the Issuance Date pursuant to the Senior Credit Facility and its related documentation, (v) any mortgage encumbrance or other Lien on real property acquired or improved restriction contained in contracts for sales of assets permitted by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above Section 1014 with respect to the assets to be sold pursuant to such real property, contracts and (vi) with respect to a Restricted Subsidiary, an any encumbrance or restriction existing under any agreement that has been entered into for the sale extends, renews, refinances or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under replaces the agreements listed on Schedule B attached to this Indenture containing the encumbrances or described restrictions in clause the foregoing clauses (viii) above, so long as and (iv); PROVIDED that the terms and conditions of any such encumbrances or restrictions are no not materially less favorable in any material respect to the Company or any Restricted Subsidiary Holders than those contained in under or pursuant to the respective agreement as inso extended, renewed, refinanced or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital Stock, (b) pay or make payments on any Indebtedness owed owed, to the Company or any other Restricted Subsidiary, (cb) to make loans or advances to the Company or any other Restricted Subsidiary, Subsidiary or (dc) to transfer any of its properties or assets Property to the Company or any other Restricted SubsidiarySubsidiary (any such restrictions being collectively referred to herein as a "Payment Restriction"), except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any agreement customary provisions restricting subletting or instrument in effect on the Issue Date and listed on Schedule D attached to this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business, (ivii) any agreement or other instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any other Person, other than the Person, or the property or assets Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition or (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (viiiii) the refinancing Bank Credit Facility as in effect on the date of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) aboveany agreement that amends, so long as such encumbrances modifies, supplements, restates, extends, renews, refinances or restrictions replaces the Bank Credit Facility, provided that the terms and conditions of any Payment Restriction thereunder are no not materially less favorable in any material respect to the Company or any Restricted Subsidiary Holders of the Securities than those contained under the Bank Credit Facility as in effect on the respective agreement as indate of this Indenture.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise enter into or cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital Stock, (b) pay any Indebtedness owed to the Company Stock or any other Restricted Subsidiaryinterest or participation in, (c) make loans or advances measured by, its profits to the Company or any other Restricted Subsidiary, or (d) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or extent owned by reason of (i) any agreement or instrument in effect on the Issue Date and listed on Schedule D attached to this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, except for (i) any encumbrance or restriction in existence on the Issue Date, (ii) customary non-assignment provisions, (iii) any encumbrances or restriction pertaining to an asset subject to a Lien to the extent set forth in the security documentation governing such Lien, (iv) any agreement encumbrance or other instrument of restriction applicable to a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but that it becomes a Restricted Subsidiary that is not created in contemplation thereof), which encumbrance or 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, (v) any mortgage encumbrance or other Lien on real property acquired restriction existing under any agreement that refinances or improved replaces an agreement containing a restriction permitted by clause (iv) above; provided that the Company terms and conditions of any such encumbrance or any Restricted Subsidiary after restriction are not materially less favorable to the Issue Date that prohibits transfers holders of Notes than those under or pursuant to the type described in (d) above with respect to such real propertyagreement being replaced or the agreement evidencing the Indebtedness refinanced, (vi) with respect to any encumbrance or restriction imposed upon a Restricted Subsidiary, Subsidiary pursuant to an agreement that which has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, of such Restricted SubsidiarySubsidiary or any Asset Sale to the extent limited to the Capital Stock or assets in question, (vii) any customary encumbrance or restriction applicable to a Restricted Subsidiary that is contained in an agreement or instrument governing or relating to Indebtedness contained in any Debt Securities; provided that the refinancing terms and conditions of Indebtedness incurred under any such encumbrance or restriction are no more restrictive than those contained in this Indenture; and provided, further, that the agreements listed on Schedule B attached provisions of such agreement or instrument permit the payment of interest and principal and mandatory repurchases pursuant to the terms of this Indenture and the Notes and other Indebtedness (other than Subordinated Indebtedness) that is solely an obligation of the Company and (viii) any customary encumbrance or described restriction contained in clause (vx) above, so long as a Permitted Credit Facility or (y) a pledge agreement applicable to Capital Stock of a Restricted Subsidiary that is a Foreign Subsidiary pledged to secure Indebtedness pursuant to a Permitted Equipment Financing; provided that the provisions of such encumbrances agreement do not restrict the payment of cash dividends or restrictions are no less favorable in any material respect distributions to the Company or any Restricted Subsidiary than those contained in prior to the respective agreement as inoccurrence of a default or an event of default under such Permitted Equipment Financing.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital StockStock or any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness owed to the Company or any other Restricted SubsidiarySubsidiary of the Company, (c) make loans or advances to the Company or any other Restricted SubsidiarySubsidiary of the Company, or (d) transfer any of its properties or assets to the Company or any other Restricted SubsidiarySubsidiary of the Company or (e) guarantee any Indebtedness of the Company or any other Restricted Subsidiary of the Company, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) applicable law or any agreement applicable rule, regulation or instrument in effect on the Issue Date and listed on Schedule D attached to this Indentureorder, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted SubsidiarySubsidiary of the Company, (iii) customary restrictions on transfers of property subject to a Lien permitted under this Indenture, (iv) the Credit Agreement, as in effect on the Issue Date, (v) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary of the Company in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or 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, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all assets of a Restricted Subsidiary or an agreement entered into for the sale of specified assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) aboveeither case, so long as such encumbrances encumbrance or restriction, by its terms, terminates on the earlier of the termination of such agreement or the consummation of such agreement and so long as such restriction applies only to the Capital Stock or assets to be sold), (vii) any agreement in effect on the Issue Date, (viii) this Indenture and the Guarantees, (ix) the indentures governing the 10 3/4% Notes, the 9 1/2% Notes, the 8.80% Notes, the 9 1/4% Notes and the 9% Notes, (x) joint venture agreements and other similar agreements entered into in the ordinary course of business that prohibit actions of the type described in clauses (a), (c), (d) and (e) above, (xi) any agreement entered into with respect to a Special Purpose Vehicle in connection with a Securitization Transaction, containing customary restrictions required by the institutional sponsor or arranger of such Securitization Transaction in similar types of documents relating to the purchase of similar assets in connection with the financing thereof, (xii) restrictions relating to Foreign Subsidiaries contained in Indebtedness Incurred pursuant to clause (k) of the definition of “Permitted Indebtedness,” and (xiii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses, provided, however, that the terms and conditions of any such agreement are no not materially less favorable in any material to the Holders of the Securities with respect to the Company or any Restricted Subsidiary such dividend and payment restrictions than those contained in under or pursuant to the respective agreement as inamended, extended, refinanced, renewed or replaced.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to to: (a) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital Stock, (b) or any other interest or participation in, or measured by, its profits, owned by the Company or by any Restricted Subsidiary, or pay any Indebtedness owed to the Company or any other Restricted Subsidiary, ; (cb) make loans or advances to the Company or any other Restricted Subsidiary, ; or (dc) transfer any of its properties or assets to the Company or to any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of of: (i) any agreement or instrument in effect on the Issue Date and listed on Schedule D attached to this Indenture, applicable law; (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), this Indenture; (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, ; (iv) any agreement or other instrument governing Indebtedness of a Person person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof)acquisition, which encumbrance or restriction is not applicable to any Personperson, or the properties or assets of any Personperson, other than the Person, person or the property or assets of the Person, its Subsidiaries so acquired, ; (v) any mortgage or other Lien written agreement existing on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date or amendments or modifications thereto; provided that prohibits transfers of no such agreement shall be modified or amended in such a manner as to make the type described encumbrance or restriction more restrictive than as in (d) above with respect to such real property, effect on the Issue Date; (vi) with respect to a Restricted SubsidiaryIndebtedness existing and as in effect on the Issue Date, an agreement including, without limitation, the New Senior Credit Facility or any refinancing, refunding, replacement or extensions thereof, provided that has been entered into for the sale any such encumbrance or disposition of all restriction contained in any refinancing, refunding, replacement or substantially all extension of the Company's Capital Stock in, New Senior Credit Facility shall be no more restrictive than such encumbrance or substantially all restriction contained in the assets of, such Restricted Subsidiary, New Senior Credit Facility as in effect on the Issue Date; and (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to in accordance with this Indenture Indenture; provided that such encumbrance or described in clause (v) above, so long as such encumbrances restriction shall be no more restrictive than any encumbrance or restrictions are no less favorable in any material respect to the Company or any Restricted Subsidiary than those restriction contained in the respective agreement New Senior Credit Facility as inin effect on the Issue Date.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company So long as any of the Notes are outstanding, the Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary to (ai) pay dividends, in cash or otherwise, dividends or make any other distributions to permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company Issuer or any other Restricted Subsidiary on or in respect of its Capital StockSubsidiary, (bii) pay any Indebtedness owed to the Company Issuer or any other Restricted Subsidiary, (ciii) make loans or advances to the Company Issuer or any other Restricted Subsidiary or (iv) transfer any of its property or assets to the Issuer or any other Restricted Subsidiary. The foregoing provisions shall not restrict (A) in the case of clause (i), (ii), (iii) or (div), any such encumbrance or restriction (1) transfer any of its properties or assets to existing on the Company Issue Date in the Facilities Agreement, the Notes or any other Restricted Subsidiaryagreements in effect on the Issue Date, except and any extensions, refinancings, renewals or replacements thereof, provided that the encumbrances and restrictions in all any such cases for such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (2) applicable to a Restricted Subsidiary which encumbrance or restriction is contained in an agreement or instrument governing or relating to Indebtedness (an "Indebtedness Instrument") provided that, in the case of this clause (2), such encumbrance or restriction applies (x) only to amounts which at any point in time other than during such periods as are described in the following clause (y) are in excess of amounts actually used to pay interest and, at stated maturity, principal (after giving effect to any realization by the Issuer under any applicable Currency Agreement) due and payable (or which are to become due and payable within 30 days) in respect of Indebtedness including the Notes of the Issuer or any Restricted Subsidiary and/or (y) during the pendency of any event that causes, permits or, after notice and/or lapse of time, would cause or permit the holder(s) of the Indebtedness governed by the Indebtedness Instrument to declare any such Indebtedness to be immediately due and payable; (3) existing under or by reason of applicable law; (i4) existing with respect to any agreement Person or instrument in effect on the Issue Date and listed on Schedule D attached to this Indenture, (ii) applicable law property or regulation (including corporate governance provisions required by applicable law and regulations assets of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (iv) any agreement or other instrument of a such Person acquired by the Company Issuer or any Restricted Subsidiary in existence and existing at the time of such acquisition (but not created in contemplation thereof)acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property or assets of any Person other than such Person or the Person, property or assets of such Person so acquired, ; (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi5) with respect to a Restricted Subsidiary, Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock inof, or substantially all the property and assets of, such Restricted Subsidiary; or (6) imposed upon a Restricted Subsidiary which is solely engaged in the acquisition and financing of receivables in a Receivables Sale Transaction or (B), (vii) in the refinancing case of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in only clause (viv) aboveof the first paragraph of this covenant, so long as any such encumbrances encumbrance or restrictions are no less favorable restriction (I) that restricts in a customary manner the subletting, assignment or transfer of any material property or asset that is a lease, license, conveyance or contract or similar property or asset; (II) existing by virtue of any transfer of, agreement to transfer, option or right with respect to to, or Lien on, any property or assets of the Company Issuer or any Restricted Subsidiary than those not otherwise prohibited by the Notes; or (III) arising or agreed to in the ordinary course of business not relating to any Indebtedness and that does not individually, or together with all such encumbrances or restrictions, detract from the value of property or assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer or Restricted Subsidiary. Nothing contained in this Section 7(d) shall prevent the respective agreement as inIssuer or any Restricted Subsidiary from (a) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 7(g) or (b) restricting the sale or other disposition of property or assets of the Issuer or any of its Restricted Subsidiaries that secure Indebtedness of the Issuer or any of its Restricted Subsidiaries.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital StockStock to the Company or any other Restricted Subsidiary, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to an Investment in the Company or any other Restricted Subsidiary, Subsidiary or (d) transfer any of its properties or assets Properties to the Company or any other Restricted Subsidiary, except in all such cases each instance for such encumbrances or restrictions existing under or by reason of pursuant to (i) this Indenture, the Credit Facility or any other agreement or instrument in effect on the Issue Date and listed on Schedule D attached to date of this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any other Person, or the properties or assets Properties of any other Person, other than the Person, or the property or assets Property of the Person, so acquired, (viii) customary restrictions in leases and licenses relating to the Property covered thereby and entered into in the ordinary course of business or (iv) any mortgage agreement that extends, renews, refinances or other Lien on real property acquired or improved by replaces the Company or agreements containing the restrictions in the foregoing clauses (i), (ii) and (iii), provided that the terms and conditions of any Restricted Subsidiary after such restrictions are not materially less favorable to the Issue Date that prohibits transfers Holders of the type described in Securities than those under or pursuant to the agreement so extended, renewed, refinanced or replaced, and except with respect to clause (d) above with respect to such real propertyonly, (vii) restrictions in the form of Liens which are not prohibited under Section 10.15 and which contain customary limitations on the transfer of collateral and (ii) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (vd) aboveonly, so long as such encumbrances or customary restrictions are no less favorable in any material respect to the Company or any Restricted Subsidiary than those contained in asset sale agreements limiting the respective agreement as intransfer of such assets pending the closing of such sale.

Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to (a) pay dividends, in cash or otherwise, dividends or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital Stock, ; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary, Subsidiary of the Company; or (c) make loans or advances to the Company or any other Restricted Subsidiary, or (d) transfer any of its properties property or assets to the Company or any other Restricted SubsidiarySubsidiary of the Company, except in all such cases for such encumbrances or restrictions existing under or by reason of of: (i1) any agreement or instrument in effect on the Issue Date and listed on Schedule D attached to applicable law; (2) this Indenture, ; (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at of the time of such acquisition Company; (but not created in contemplation thereof)4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, Person or the property properties or assets of the Person, Person so acquired, ; (v5) any mortgage or other Lien agreements existing on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (6) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above; PROVIDED, HOWEVER, that prohibits transfers the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the type described Company in (d) above with respect their reasonable and good faith judgment than the provisions relating to such real propertyencumbrance or restriction contained in agreements referred to in such clause (2), (vi4) or (5); (7) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with respect a Qualified Receivables Transaction, provided that such restrictions apply only to a Restricted such Receivables Subsidiary, an agreement ; or (8) purchase money obligations for property acquired in the ordinary course of business that has been entered into for the sale or disposition of all or substantially all impose restrictions of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or nature described in clause (vc) above, above on the property so long as such encumbrances or restrictions are no less favorable in any material respect to the Company or any Restricted Subsidiary than those contained in the respective agreement as inacquired.