Common use of Limitations on Restrictions Affecting Restricted Subsidiaries Clause in Contracts

Limitations on Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a)(i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries, (b) make loans or advances to the Company or any of is Restricted Subsidiaries, (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, or (d) guarantee the Notes or any Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, or refund the Notes, except for such encumbrances or restrictions described in (a) through (d) above existing under or by reasons of (i) Existing Indebtedness as in effect on the date of this First Supplemental Indenture, (ii) applicable law or regulation, (iii) any instrument governing Acquired Indebtedness as in effect at the time of 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 properties or assets of the person, so acquired, provided that the Consolidated Net Income of such person shall not be taken into account in determining whether such acquisition was permitted by the terms of this First Supplemental Indenture, (iv) by reason of customary non-assignment provisions or prohibitions on subletting in leases or other contracts entered into in the ordinary course of business, (v) Refinancing Indebtedness permitted under clause (iv) of paragraph (a) of Section 5.02 hereof, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, or (vi) with respect to clause (c) above, (A) purchase money obligations, Non-Recourse Indebtedness and Capital Lease Obligations for property acquired or leased in the ordinary course of business, (B) any agreement restricting the sale or other disposition of properties securing Indebtedness permitted by this First Supplemental Indenture if such agreement does not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make loans or advances to the Company, (C) restrictions or encumbrances contained in any security agreements permitted by this First Supplemental Indenture securing Indebtedness permitted by this First Supplemental Indenture to the extent that such restrictions or encumbrances restrict the transfer of assets (or proceeds thereof) subject to such security agreement, or (D) any restrictions or encumbrances with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary or such an agreement which has been entered into for the sale or disposition of assets of the Company to the extent otherwise permitted by this First Supplemental Indenture, including in connection with any Asset Sale, as applicable only to such assets or Capital Stock to be sold, or (vii) customary agreements entered into in the ordinary course of business restricting the ability of a joint venture to make distributions or payments of cash or property to participants in such joint venture.

Limitations on Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectlycreate, create assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of leases and other agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to (a)(ii) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, owned by the Company or (ii) any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to the Company or any of its other Restricted SubsidiariesSubsidiary, (bii) make loans or advances to the Company or any of is other Restricted SubsidiariesSubsidiary, or (ciii) transfer any of its properties or assets to the Company or any of its other Restricted Subsidiaries, or (d) guarantee the Notes or any Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, or refund the NotesSubsidiary, except for such (a) encumbrances or restrictions described in (a) through (d) above existing under or by reasons reason of applicable law, (ib) Existing covenants or restrictions contained in Indebtedness as in effect on the date of this First Supplemental IndentureIssue Date as such covenants or restrictions are in effect on such date, (ii) applicable law or regulation, (iiic) any instrument governing restrictions or encumbrances arising under Acquired Indebtedness as in effect Indebtedness; provided, that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of acquisition, which encumbrance or restriction is not applicable to any person, the acquisition or the properties obligor on such Indebtedness and its Subsidiaries, (d) any restrictions or assets of encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any person, other than the person, or the properties or assets restrictions and encumbrances of the person, so acquired, provided type described in this clause (d) that the Consolidated Net Income of arise under such person Refinancing Indebtedness shall not be taken into account in determining whether such acquisition was permitted by the terms of this First Supplemental Indenture, (iv) by reason of customary non-assignment provisions or prohibitions on subletting in leases or other contracts entered into in the ordinary course of business, (v) Refinancing Indebtedness permitted under clause (iv) of paragraph (a) of Section 5.02 hereof, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no materially more restrictive than those contained in under the agreements governing agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or (vi) with respect to clause (c) aboveextended, (A) purchase money obligations, Non-Recourse Indebtedness and Capital Lease Obligations for property acquired or leased in the ordinary course of business, (Be) any Permitted Lien, or any other agreement restricting the sale or other disposition of properties property, securing Indebtedness permitted by this First Supplemental Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Restricted Subsidiary of the Company to pay dividends or make or repay loans or advances prior to the Companydefault thereunder, (Cf) restrictions or encumbrances contained reasonable and customary borrowing base covenants set forth in any security agreements evidencing Indebtedness otherwise permitted by this First Supplemental Indenture securing Indebtedness permitted by this First Supplemental Indenture to Indenture, (g) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the extent that such restrictions Company or encumbrances restrict the transfer of assets any Restricted Subsidiary, and (or proceeds thereof) subject to such security agreement, or (Dh) any restrictions or encumbrances restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement 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 or pending the closing of such an agreement which has been entered into for the sale or disposition of assets of the Company to the extent otherwise permitted by this First Supplemental Indenture, including in connection with any Asset Sale, as applicable only to such assets or Capital Stock to be sold, or (vii) customary agreements entered into in the ordinary course of business restricting the ability of a joint venture to make distributions or payments of cash or property to participants in such joint venturedisposition.

Limitations on Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectlycreate, create assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of leases and other agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to (a)(ii) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, owned by the Company or (ii) any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to the Company or any of its other Restricted SubsidiariesSubsidiary, (bii) make loans or advances to the Company or any of is other Restricted SubsidiariesSubsidiary, or (ciii) transfer any of its properties or assets to the Company or any of its other Restricted Subsidiaries, or (d) guarantee the Notes or any Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, or refund the NotesSubsidiary, except for such (a) encumbrances or restrictions described in (a) through (d) above existing under or by reasons reason of applicable law, (ib) Existing covenants or restrictions contained in Indebtedness as in effect on the date of this First Supplemental IndentureIndenture as such covenants or restrictions are in effect on such date, (ii) applicable law or regulation, (iiic) any instrument governing restrictions or encum- brances arising under Acquired Indebtedness as in effect Indebtedness; provided, that such encumbrance or -------- restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of acquisition, which encumbrance or restriction is not applicable to any person, the acquisition or the properties obligor on such Indebtedness and its Subsidiaries, (d) any restrictions or assets of encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any person, other than the person, or the properties or assets -------- ------- restrictions and encumbrances of the person, so acquired, provided type described in this clause (d) that the Consolidated Net Income of arise under such person Refinancing Indebtedness shall not be taken into account in determining whether such acquisition was permitted by the terms of this First Supplemental Indenture, (iv) by reason of customary non-assignment provisions or prohibitions on subletting in leases or other contracts entered into in the ordinary course of business, (v) Refinancing Indebtedness permitted under clause (iv) of paragraph (a) of Section 5.02 hereof, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no materially more restrictive than those contained in under the agreements governing agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or (vi) with respect to clause (c) aboveextended, (A) purchase money obligations, Non-Recourse Indebtedness and Capital Lease Obligations for property acquired or leased in the ordinary course of business, (Be) any Permitted Lien, or any other agreement restricting the sale or other disposition of properties property, securing Indebtedness permitted by this First Supplemental Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Restricted Subsidiary of the Company to pay dividends or make or repay loans or advances prior to the Companydefault thereunder, (Cf) restrictions or encumbrances contained reasonable and customary borrowing base covenants set forth in any security agreements evidencing Indebtedness otherwise permitted by this First Supplemental Indenture securing Indebtedness permitted by this First Supplemental Indenture to Indenture, (g) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the extent that such restrictions Company or encumbrances restrict the transfer of assets any Restricted Subsidiary, and (or proceeds thereof) subject to such security agreement, or (Dh) any restrictions or encumbrances restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement 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 or pending the closing of such an agreement which has been entered into for the sale or disposition of assets of the Company to the extent otherwise permitted by this First Supplemental Indenture, including in connection with any Asset Sale, as applicable only to such assets or Capital Stock to be sold, or (vii) customary agreements entered into in the ordinary course of business restricting the ability of a joint venture to make distributions or payments of cash or property to participants in such joint venturedisposition.

Limitations on Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectlycreate, create assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of leases and other agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to (a)(ii) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, owned by the Company or (ii) any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to the Company or any of its other Restricted SubsidiariesSubsidiary, (bii) make loans or advances to the Company or any of is other Restricted SubsidiariesSubsidiary, or (ciii) transfer any of its properties or assets to the Company or any of its other Restricted Subsidiaries, or (d) guarantee the Notes or any Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, or refund the NotesSubsidiary, except for such (a) encumbrances or restrictions described in (a) through (d) above existing under or by reasons reason of applicable law, (ib) Existing covenants or restrictions contained in Indebtedness as in effect on the date of this First Supplemental IndentureIssue Date as such covenants or restrictions are in effect on such date, (ii) applicable law or regulation, (iiic) any instrument governing restrictions or encumbrances arising under Acquired Indebtedness as in effect Indebtedness; provided, that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of acquisition, which encumbrance or restriction is not applicable to any person, the acquisition or the properties obligor on such Indebtedness and its Subsidiaries, (d) any restrictions or assets of encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any person, other than the person, or the properties or assets restrictions and encumbrances of the person, so acquired, provided type described in this clause (d) that the Consolidated Net Income of arise under such person Refinancing Indebtedness shall not be taken into account in determining whether such acquisition was permitted by the terms of this First Supplemental Indenture, (iv) by reason of customary non-assignment provisions or prohibitions on subletting in leases or other contracts entered into in the ordinary course of business, (v) Refinancing Indebtedness permitted under clause (iv) of paragraph (a) of Section 5.02 hereof, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no materially more restrictive than those contained in under the agreements governing agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or (vi) with respect to clause (c) aboveextended, (A) purchase money obligations, Non-Recourse Indebtedness and Capital Lease Obligations for property acquired or leased in the ordinary course of business, (Be) any Permitted Lien, or any other agreement restricting the sale or other disposition of properties property, securing Indebtedness permitted by this First Supplemental Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Restricted Subsidiary of the Company to pay dividends or make or repay loans or advances prior to the Companydefault thereunder, (Cf) restrictions reasonable and customary borrowing base covenants set forth in agreements evidencing Indebtedness, (g) customary provisions restricting subletting or encumbrances contained in assignment of any security agreements permitted by this First Supplemental Indenture securing Indebtedness permitted by this First Supplemental Indenture to lease governing a leasehold interest of the extent that such restrictions Company or encumbrances restrict the transfer of assets any Restricted Subsidiary, and (or proceeds thereof) subject to such security agreement, or (Dh) any restrictions or encumbrances restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement 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 or pending the closing of such an agreement which has been entered into for the sale or disposition of assets of the Company to the extent otherwise permitted by this First Supplemental Indenture, including in connection with any Asset Sale, as applicable only to such assets or Capital Stock to be sold, or (vii) customary agreements entered into in the ordinary course of business restricting the ability of a joint venture to make distributions or payments of cash or property to participants in such joint venturedisposition.

Limitations on Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectlycreate, create assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of leases and other agreements that restrict the as- signability thereof) on the ability of any Restricted Subsidiary to (a)(ii) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, owned by the Company or (ii) any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to the Company or any of its other Restricted SubsidiariesSubsidiary, (bii) make loans or advances to the Company or any of is other Restricted SubsidiariesSubsidiary, or (ciii) transfer any of its properties or assets to the Company or any of its other Restricted Subsidiaries, or (d) guarantee the Notes or any Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, or refund the NotesSubsidiary, except for such (a) encumbrances or restrictions described in (a) through (d) above existing under or by reasons reason of applicable law, (ib) Existing covenants or restrictions contained in Indebtedness as in effect on the date of this First Supplemental IndentureIssue Date as such covenants or restrictions are in effect on such date, (ii) applicable law or regulation, (iiic) any instrument governing restrictions or encumbrances arising under Acquired Indebtedness as in effect Indebtedness; provided, that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of acquisition, which encumbrance or restriction is not applicable to any person, the acquisition or the properties obligor on such Indebtedness and its Subsidiaries, (d) any restrictions or assets of encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any person, other than the person, or the properties or assets restrictions and encumbrances of the person, so acquired, provided type described in this clause (d) that the Consolidated Net Income of arise under such person Refinancing Indebtedness shall not be taken into account in determining whether such acquisition was permitted by the terms of this First Supplemental Indenture, (iv) by reason of customary non-assignment provisions or prohibitions on subletting in leases or other contracts entered into in the ordinary course of business, (v) Refinancing Indebtedness permitted under clause (iv) of paragraph (a) of Section 5.02 hereof, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no materially more restrictive than those contained in under the agreements governing agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or (vi) with respect to clause (c) aboveextended, (A) purchase money obligations, Non-Recourse Indebtedness and Capital Lease Obligations for property acquired or leased in the ordinary course of business, (Be) any Permitted Lien, or any other agreement restricting the sale or other disposition of properties property, securing Indebtedness permitted by this First Supplemental Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Restricted Subsidiary of the Company to pay dividends or make or repay loans or advances prior to the Companydefault thereunder, (Cf) restrictions or encumbrances contained reasonable and customary borrowing base covenants set forth in any security agreements evidencing Indebtedness otherwise permitted by this First Supplemental Indenture securing Indebtedness permitted by this First Supplemental Indenture to Indenture, (g) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the extent that such restrictions Company or encumbrances restrict the transfer of assets any Restricted Subsidiary, and (or proceeds thereof) subject to such security agreement, or (Dh) any restrictions or encumbrances restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement 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 or pending the closing of such an agreement which has been entered into for the sale or disposition of assets of the Company to the extent otherwise permitted by this First Supplemental Indenture, including in connection with any Asset Sale, as applicable only to such assets or Capital Stock to be sold, or (vii) customary agreements entered into in the ordinary course of business restricting the ability of a joint venture to make distributions or payments of cash or property to participants in such joint venturedisposition.

Limitations on Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a)(ix) pay dividends or make any other distributions to the Company or any of its other Restricted Subsidiaries Subsidiary on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to the Company or any of its other Restricted SubsidiariesSubsidiary, (by) make loans or advances to to, or guarantee any Indebtedness or other obligations of, the Company or any of is other Restricted Subsidiaries, Subsidiary or (cz) transfer any of its properties or assets to the Company or any of its other Restricted Subsidiaries, or (d) guarantee the Notes or any Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, or refund the Notes, except for such encumbrances or restrictions described in Subsidiary. The foregoing shall not prohibit (a) through (d) above any encumbrance or restriction existing under or by reasons reason of (i) Existing Indebtedness as any agreement in effect on the date of this First Supplemental IndentureIssue Date, (ii) applicable law or regulation, (iii) as any instrument governing Acquired Indebtedness as such agreement is in effect at the time of acquisition, which on such date or as thereafter amended or supplemented but only if such encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person, or the properties or assets of the person, so acquired, provided that the Consolidated Net Income of such person shall not be taken into account in determining whether such acquisition was permitted by the terms of this First Supplemental Indenture, (iv) by reason of customary non-assignment provisions or prohibitions on subletting in leases or other contracts entered into in the ordinary course of business, (v) Refinancing Indebtedness permitted under clause (iv) of paragraph (a) of Section 5.02 hereof, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive than those in the agreement being amended; (b) customary provisions contained in the agreements governing the Indebtedness being refinanced, or (vi) with respect to clause (c) above, (A) purchase money obligations, Non-Recourse Indebtedness and Capital Lease Obligations for property acquired or leased in the ordinary course of business, (B) any agreement restricting the sale or other disposition of properties securing Indebtedness permitted by this First Supplemental Indenture if such agreement does not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make loans or advances to the Company, (C) restrictions or encumbrances contained in any security agreements permitted by this First Supplemental Indenture securing Indebtedness permitted by this First Supplemental Indenture to the extent that such restrictions or encumbrances restrict the transfer of assets (or proceeds thereof) subject to such security agreement, or (D) any restrictions or encumbrances with respect to a Restricted Subsidiary imposed pursuant to an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary; provided, however, that (x) such encumbrance or restriction is applicable only to such Restricted Subsidiary or assets and (y) such an agreement which has been entered into for the sale or disposition is made in accordance with Section 4.16; (c) any encumbrance or re- 45 -39- striction existing under or by reason of assets of the Company to the extent otherwise permitted by this First Supplemental Indenture, including in connection with any Asset Sale, as applicable only to such assets or Capital Stock to be sold, or law; (viid) customary agreements entered into provisions restricting subletting or assignment of any lease governing any leasehold interest of any Restricted Subsidiary; (e) covenants in purchase money obligations for property acquired in the ordinary course of business restricting the ability transfer of such property; (f) covenants in security agreements securing Indebtedness of a joint venture Restricted Subsidiary (to make distributions the extent that such Liens were otherwise incurred in accordance with Section 4.15) that restrict the transfer of property subject to such agreements; (g) any agreement or payments other instrument of cash a Person acquired by the Company or property any Restricted Subsidiary in existence at the time of such acquisition, which encumbrance or restriction (x) is not applicable to participants any Person, or the properties or assets of any Person, other than the Person, or the properties or assets of the Person so acquired, and (y) is not incurred in connection with or in contemplation of such joint ventureacquisition; or (h) contained in any agreement entered into after the Issue Date, so long as such encumbrance or restriction is not materially more disadvantageous to the Holders than the encumbrances and restrictions in existence at the Issue Date.

Limitations on Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a)(ix) pay dividends or make any other distributions to the Company or any of its other Restricted Subsidiaries Subsidiary on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to the Company or any of its other Restricted SubsidiariesSubsidiary, (by) make loans or advances to to, or guarantee any Indebtedness or other obligations of, the Company or any of is other Restricted Subsidiaries, Subsidiary or (cz) transfer any of its properties or assets to the Company or any of its other Restricted Subsidiaries, or (d) guarantee the Notes or any Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, or refund the Notes, except for such encumbrances or restrictions described in Subsidiary. The foregoing shall not prohibit (a) through (d) above any encumbrance or restriction existing under or by reasons 30 reason of (i) Existing Indebtedness as any agreement in effect on the date of this First Supplemental IndentureIssue Date, (ii) applicable law or regulation, (iii) as any instrument governing Acquired Indebtedness as such agreement is in effect at the time of acquisition, which on such date or as thereafter amended or supplemented but only if such encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person, or the properties or assets of the person, so acquired, provided that the Consolidated Net Income of such person shall not be taken into account in determining whether such acquisition was permitted by the terms of this First Supplemental Indenture, (iv) by reason of customary non-assignment provisions or prohibitions on subletting in leases or other contracts entered into in the ordinary course of business, (v) Refinancing Indebtedness permitted under clause (iv) of paragraph (a) of Section 5.02 hereof, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive than those in the agreement being amended; (b) customary provisions contained in the agreements governing the Indebtedness being refinanced, or (vi) with respect to clause (c) above, (A) purchase money obligations, Non-Recourse Indebtedness and Capital Lease Obligations for property acquired or leased in the ordinary course of business, (B) any agreement restricting the sale or other disposition of properties securing Indebtedness permitted by this First Supplemental Indenture if such agreement does not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make loans or advances to the Company, (C) restrictions or encumbrances contained in any security agreements permitted by this First Supplemental Indenture securing Indebtedness permitted by this First Supplemental Indenture to the extent that such restrictions or encumbrances restrict the transfer of assets (or proceeds thereof) subject to such security agreement, or (D) any restrictions or encumbrances with respect to a Restricted Subsidiary imposed pursuant to an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary; provided, however, that (x) such encumbrance or restriction is applicable only to such Restricted Subsidiary or assets and (y) such an agreement which has been entered into for the sale or disposition is made in accordance with Section 4.16; (c) any encumbrance or restriction existing under or by reason of assets of the Company to the extent otherwise permitted by this First Supplemental Indenture, including in connection with any Asset Sale, as applicable only to such assets or Capital Stock to be sold, or law; (viid) customary agreements entered into provisions restricting subletting or assignment of any lease governing any leasehold interest of any Restricted Subsidiary; (e) covenants in purchase money obligations for property acquired in the ordinary course of business restricting the ability transfer of such property; (f) covenants in security agreements securing Indebtedness of a joint venture Restricted Subsidiary (to make distributions the extent that such Liens were otherwise incurred in accordance with Section 4.15) that restrict the transfer of property subject to such agreements; (g) any agreement or payments other instrument of cash a Person acquired by the Company or property any Restricted Subsidiary in existence at the time of such acquisition, which encumbrance or restriction (x) is not applicable to participants any Person, or the properties or assets of any Person, other than the Person, or the properties or assets of the Person so acquired, and (y) is not incurred in connection with or in contemplation of such joint ventureacquisition; or (h) contained in any agreement entered into after the Issue Date, so long as such encumbrance or restriction is not materially more disadvantageous to the Holders than the encumbrances and restrictions in existence at the Issue Date.

Limitations on Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectlycreate, create assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of leases and other agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to (a)(ii) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, owned by the Company or (ii) any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to the Company or any of its other Restricted SubsidiariesSubsidiary, (bii) make loans or advances to the Company or any of is other Restricted SubsidiariesSubsidiary, or (ciii) transfer any of its properties or assets to the Company or any of its other Restricted Subsidiaries, or (d) guarantee the Notes or any Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, or refund the NotesSubsidiary, except for such (a) encumbrances or restrictions described in (a) through (d) above existing under or by reasons reason of applicable law, (ib) Existing covenants or restrictions contained in Indebtedness as in effect on the date of this First Supplemental IndentureIndenture as such covenants or restrictions are in effect on such date, (ii) applicable law or regulation, (iiic) any instrument governing restrictions or encumbrances arising under Acquired Indebtedness as in effect Indebtedness; PROVIDED, that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of acquisition, which encumbrance or restriction is not applicable to any person, the acquisition or the properties obligor on such Indebtedness and its Subsidiaries, (d) any restrictions or assets of encumbrances arising in connection with Refinancing Indebtedness; PROVIDED, HOWEVER, that any person, other than the person, or the properties or assets restrictions and encumbrances of the person, so acquired, provided type described in this clause (d) that the Consolidated Net Income of arise under such person Refinancing Indebtedness shall not be taken into account in determining whether such acquisition was permitted by the terms of this First Supplemental Indenture, (iv) by reason of customary non-assignment provisions or prohibitions on subletting in leases or other contracts entered into in the ordinary course of business, (v) Refinancing Indebtedness permitted under clause (iv) of paragraph (a) of Section 5.02 hereof, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no materially more restrictive than those contained in under the agreements governing agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or (vi) with respect to clause (c) aboveextended, (A) purchase money obligations, Non-Recourse Indebtedness and Capital Lease Obligations for property acquired or leased in the ordinary course of business, (Be) any Permitted Lien, or any other agreement restricting the sale or other disposition of properties property, securing Indebtedness permitted by this First Supplemental Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Restricted Subsidiary of the Company to pay dividends or make or repay loans or advances prior to the Companydefault thereunder, (Cf) restrictions or encumbrances contained reasonable and customary borrowing base covenants set forth in any security agreements evidencing Indebtedness otherwise permitted by this First Supplemental Indenture securing Indebtedness permitted by this First Supplemental Indenture to Indenture, (g) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the extent that such restrictions Company or encumbrances restrict the transfer of assets any Restricted Subsidiary, and (or proceeds thereof) subject to such security agreement, or (Dh) any restrictions or encumbrances restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement 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 or pending the closing of such an agreement which has been entered into for the sale or disposition of assets of the Company to the extent otherwise permitted by this First Supplemental Indenture, including in connection with any Asset Sale, as applicable only to such assets or Capital Stock to be sold, or (vii) customary agreements entered into in the ordinary course of business restricting the ability of a joint venture to make distributions or payments of cash or property to participants in such joint venturedisposition.

Limitations on Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectlycreate, create assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provi- sions of leases and other agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to (a)(ii) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, owned by the Company or (ii) any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to the Company or any of its other Restricted SubsidiariesSubsidiary, (bii) make loans or advances to the Company or any of is other Restricted SubsidiariesSubsidiary, or (ciii) transfer any of its properties or assets to the Company or any of its other Restricted Subsidiaries, or (d) guarantee the Notes or any Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, or refund the NotesSubsidiary, except for such (a) encumbrances or restrictions described in (a) through (d) above existing under or by reasons reason of applicable law, (ib) Existing covenants or restrictions contained in Indebtedness as in effect on the date of this First Supplemental IndentureIndenture as such covenants or restrictions are in effect on such date, (ii) applicable law or regulation, (iiic) any instrument governing restrictions or encumbrances arising under Acquired Indebtedness as in effect Indebtedness; provided, that such encumbrance or restriction applies only to either the assets -------- that were subject to the restriction or encumbrance at the time of acquisition, which encumbrance or restriction is not applicable to any person, the acquisition or the properties obligor on such Indebtedness and its Subsidiaries, (d) any restrictions or assets of encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any person, other than the person, or the properties or assets restrictions and encumbrances of the person, so acquired, provided -------- ------- type described in this clause (d) that the Consolidated Net Income of arise under such person Refinancing Indebtedness shall not be taken into account in determining whether such acquisition was permitted by the terms of this First Supplemental Indenture, (iv) by reason of customary non-assignment provisions or prohibitions on subletting in leases or other contracts entered into in the ordinary course of business, (v) Refinancing Indebtedness permitted under clause (iv) of paragraph (a) of Section 5.02 hereof, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no materially more restrictive than those contained in under the agreements governing agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or (vi) with respect to clause (c) aboveextended, (A) purchase money obligations, Non-Recourse Indebtedness and Capital Lease Obligations for property acquired or leased in the ordinary course of business, (Be) any Permitted Lien, or any other agreement restricting the sale or other disposition of properties property, securing Indebtedness permitted by this First Supplemental Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Restricted Subsidiary of the Company to pay dividends or make or repay loans or advances prior to the Companydefault thereunder, (Cf) restrictions or encumbrances contained reasonable and customary borrowing base covenants set forth in any security agreements evidencing Indebtedness otherwise permitted by this First Supplemental Indenture securing Indebtedness permitted by this First Supplemental Indenture to Indenture, (g) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the extent that such restrictions Company or encumbrances restrict the transfer of assets any Restricted Subsidiary, and (or proceeds thereof) subject to such security agreement, or (Dh) any restrictions or encumbrances restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement 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 or pending the closing of such an agreement which has been entered into for the sale or disposition of assets of the Company to the extent otherwise permitted by this First Supplemental Indenture, including in connection with any Asset Sale, as applicable only to such assets or Capital Stock to be sold, or (vii) customary agreements entered into in the ordinary course of business restricting the ability of a joint venture to make distributions or payments of cash or property to participants in such joint venturedisposition.

Limitations on Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectlycreate, create assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of leases and other agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to (a)(ii) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, owned by the Company or (ii) any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to the Company or any of its other Restricted SubsidiariesSubsidiary, (bii) make loans or advances to the Company or any of is Restricted Subsidiariesother Re stricted Subsidiary, or (ciii) transfer any of its properties or assets to the Company or any of its other Restricted Subsidiaries, or (d) guarantee the Notes or any Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, or refund the NotesSubsidiary, except for such (a) encumbrances or restrictions described in (a) through (d) above existing under or by reasons reason of applicable law, (ib) Existing covenants or restrictions contained in Indebtedness as in effect on the date of this First Supplemental IndentureIssue Date as such covenants or restrictions are in effect on such date, (ii) applicable law or regulation, (iiic) any instrument governing restrictions or encumbrances arising under Acquired Indebtedness as in effect Indebtedness; provided, that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of acquisition, which encumbrance or restriction is not applicable to any person, the acquisition or the properties obligor on such Indebtedness and its Subsidiaries, (d) any restrictions or assets of encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any person, other than the person, or the properties or assets restrictions and encumbrances of the person, so acquired, provided type described in this clause (d) that the Consolidated Net Income of arise under such person Refinancing Indebtedness shall not be taken into account in determining whether such acquisition was permitted by the terms of this First Supplemental Indenture, (iv) by reason of customary non-assignment provisions or prohibitions on subletting in leases or other contracts entered into in the ordinary course of business, (v) Refinancing Indebtedness permitted under clause (iv) of paragraph (a) of Section 5.02 hereof, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no materially more restrictive than those contained in under the agreements governing agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or (vi) with respect to clause (c) aboveextended, (A) purchase money obligations, Non-Recourse Indebtedness and Capital Lease Obligations for property acquired or leased in the ordinary course of business, (Be) any Permitted Lien, or any other agreement restricting the sale or other disposition of properties property, securing Indebtedness permitted by this First Supplemental Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Restricted Subsidiary of the Company to pay dividends or make or repay loans or advances prior to the Companydefault thereunder, (Cf) restrictions or encumbrances contained reasonable and customary borrowing base covenants set forth in any security agreements evidencing Indebtedness otherwise permitted by this First Supplemental Indenture securing Indebtedness permitted by this First Supplemental Indenture to Indenture, (g) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the extent that such restrictions Company or encumbrances restrict the transfer of assets any Restricted Subsidiary, and (or proceeds thereof) subject to such security agreement, or (Dh) any restrictions or encumbrances restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement 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 or pending the closing of such an agreement which has been entered into for the sale or disposition of assets of the Company to the extent otherwise permitted by this First Supplemental Indenture, including in connection with any Asset Sale, as applicable only to such assets or Capital Stock to be sold, or (vii) customary agreements entered into in the ordinary course of business restricting the ability of a joint venture to make distributions or payments of cash or property to participants in such joint venturedisposition.

Limitations on Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a)(ix) pay dividends or make any other distributions to the Company or any of its other Restricted Subsidiaries Subsidiary on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to the Company or any of its other Restricted SubsidiariesSubsidiary, (by) make loans or advances to to, or guarantee any Indebtedness or other obligations of, the Company or any of is other Restricted Subsidiaries, Subsidiary or (cz) transfer any of its properties or assets to the Company or any other Restricted Subsidiary. The foregoing shall not prohibit (a) any encumbrances or restrictions existing under or by reason of its Restricted Subsidiariesany agreement in effect on the Issue Date, as any such agreement is in effect on such date or (d) guarantee the Notes as thereafter amended, renewed, supplemented, restated or any Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, or refund the Notes, except for replaced but only if such encumbrances or restrictions described in (a) through (d) above existing under or by reasons of (i) Existing Indebtedness as in effect on the date of this First Supplemental Indenture, (ii) applicable law or regulation, (iii) any instrument governing Acquired Indebtedness as in effect at the time of 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 properties or assets of the person, so acquired, provided that the Consolidated Net Income of such person shall not be taken into account in determining whether such acquisition was permitted by the terms of this First Supplemental Indenture, (iv) by reason of customary non-assignment provisions or prohibitions on subletting in leases or other contracts entered into in the ordinary course of business, (v) Refinancing Indebtedness permitted under clause (iv) of paragraph (a) of Section 5.02 hereof, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive restrictive, taken as a whole, than those in the agreement being amended; (b) customary provisions contained in the agreements governing the Indebtedness being refinanced, or (vi) with respect to clause (c) above, (A) purchase money obligations, Non-Recourse Indebtedness and Capital Lease Obligations for property acquired or leased in the ordinary course of business, (B) any agreement restricting the sale or other disposition of properties securing Indebtedness permitted by this First Supplemental Indenture if such agreement does not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make loans or advances to the Company, (C) restrictions or encumbrances contained in any security agreements permitted by this First Supplemental Indenture securing Indebtedness permitted by this First Supplemental Indenture to the extent that such restrictions or encumbrances restrict the transfer of assets (or proceeds thereof) subject to such security agreement, or (D) any restrictions or encumbrances with respect to a Restricted Subsidiary imposed pursuant to an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary; provided, however, that (x) such encumbrance or restriction is applicable only to such Restricted Subsidiary or assets and (y) such an agreement which has been entered into for the sale or disposition is made in accordance with Section 4.16; (c) any encumbrance or restriction existing under or by reason of applicable law; (d) customary provisions that restrict the subletting or assignment of any lease governing any leasehold interest of any Restricted Subsidiary or that are contained in any agreement entered into in the ordinary course of business; (e) covenants in purchase money obligations for property acquired in the ordinary course of business restricting transfer of such property; (f) covenants in security, pledge and similar agreements securing Indebtedness of a Restricted Subsidiary (to the extent that such Liens were otherwise incurred in accordance with Section 4.15) that restrict the transfer of property subject to such agreements; (g) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition, which encumbrance or restriction (x) is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the properties or assets of the Company to the extent otherwise permitted by this First Supplemental IndenturePerson so acquired, including and (y) is not incurred in connection with or in contemplation of such acquisition; (h) contained in any Asset Saleagreement entered into after the Issue Date, so long as applicable only such encumbrances or restrictions are not materially more disadvantageous, taken as a whole, to the Holders than the encumbrances and restrictions in existence at the Issue Date; (i) encumbrances or restrictions contained in any agreement entered into after the Issue Date for Indebtedness so long as (a) such encumbrances or restrictions, taken as a whole, are not more restrictive than those which are customary in comparable financing agreements and (b) management of the Company determines that such encumbrances or restrictions will not materially impair the Company's ability to make payments when due on the Notes; or (j) customary limitations on the disposition or distribution of assets or Capital Stock to be sold, or (vii) customary property in joint venture agreements entered into in the ordinary course of business restricting the ability of a joint venture business; 44 -39- provided, however, that such encumbrance or restriction is applicable only to make distributions or payments of cash or property to participants in such Restricted Subsidiary constituting such joint venture.

Limitations on Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a)(ix) pay dividends or make any other distributions to the Company or any of its other Restricted Subsidiaries Subsidiary on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to the Company or any of its other Restricted SubsidiariesSubsidiary, (by) make loans or advances to to, or guarantee any Indebtedness or other obligations of, the Company or any of is other Restricted Subsidiaries, Subsidiary or (cz) transfer any of its properties or assets to the Company or any other Restricted Subsidiary. The foregoing shall not prohibit (a) any encumbrances or restrictions existing under or by reason of its Restricted Subsidiariesany agreement in effect on the Issue Date, as any such agreement is in effect on such date or (d) guarantee the Notes as thereafter amended, renewed, supplemented, restated or any Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, or refund the Notes, except for replaced but only if such encumbrances or restrictions described in (a) through (d) above existing under or by reasons of (i) Existing Indebtedness as in effect on the date of this First Supplemental Indenture, (ii) applicable law or regulation, (iii) any instrument governing Acquired Indebtedness as in effect at the time of 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 properties or assets of the person, so acquired, provided that the Consolidated Net Income of such person shall not be taken into account in determining whether such acquisition was permitted by the terms of this First Supplemental Indenture, (iv) by reason of customary non-assignment provisions or prohibitions on subletting in leases or other contracts entered into in the ordinary course of business, (v) Refinancing Indebtedness permitted under clause (iv) of paragraph (a) of Section 5.02 hereof, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive restrictive, taken as a whole, than those in the agreement being amended; (b) customary provisions contained in the agreements governing the Indebtedness being refinanced, or (vi) with respect to clause (c) above, (A) purchase money obligations, Non-Recourse Indebtedness and Capital Lease Obligations for property acquired or leased in the ordinary course of business, (B) any agreement restricting the sale or other disposition of properties securing Indebtedness permitted by this First Supplemental Indenture if such agreement does not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make loans or advances to the Company, (C) restrictions or encumbrances contained in any security agreements permitted by this First Supplemental Indenture securing Indebtedness permitted by this First Supplemental Indenture to the extent that such restrictions or encumbrances restrict the transfer of assets (or proceeds thereof) subject to such security agreement, or (D) any restrictions or encumbrances with respect to a Restricted Subsidiary imposed pursuant to an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary; provided, however, that (x) such encumbrance or restriction is applicable only to such Restricted Subsidiary or assets and (y) such an agreement which has been entered into for the sale or disposition is made in accordance with Section 4.16; (c) any encumbrance or restriction existing under or by reason of applicable law; (d) customary provisions that restrict the subletting or assignment of any lease governing any leasehold interest of any Restricted Subsidiary or that are contained in any agreement entered into in the ordinary course of business; (e) covenants in purchase money obligations for property acquired in the ordinary course of business restricting transfer of such property; (f) covenants in security, pledge and similar agreements securing Indebtedness of a Restricted Subsidiary (to the extent that such Liens were otherwise incurred in accordance with Section 4.15) that restrict the transfer of property subject to such agreements; (g) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition, which encumbrance or restriction (x) is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the properties or assets of the Company to the extent otherwise permitted by this First Supplemental IndenturePerson so acquired, including and (y) is not incurred in connection with or in contemplation of such acquisition; (h) contained in any Asset Saleagreement entered into after the Issue Date, so long as applicable only such encumbrances or restrictions are not materially more disadvantageous, taken as a whole, to the Holders than the encumbrances and restrictions in existence at the Issue Date; (i) encumbrances or restrictions contained in any agreement entered into after the Issue Date for Indebtedness so long as (a) such encumbrances or restrictions, taken as a whole, are not more restrictive than those which are customary in comparable financing agreements and (b) management of the Company determines that such encumbrances or restrictions will not materially impair the Company's ability to make payments when due on the Notes; or (j) customary limitations on the disposition or distribution of assets or Capital Stock to be sold, or (vii) customary property in joint venture agreements entered into in the ordinary course of business restricting the ability of a joint venture business; provided, however, that such encumbrance or restriction is applicable only to make distributions or payments of cash or property to participants in such Restricted Subsidiary constituting such joint venture.

Limitations on Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectlycreate, create assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of leases and other agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to (a)(ii) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, owned by the Company or (ii) any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to the Company or any of its other Restricted SubsidiariesSubsidiary, (bii) make loans or advances to the Company or any of is other Restricted SubsidiariesSubsidiary, or (ciii) transfer any of its properties or assets to the Company or any of its other Restricted Subsidiaries, or (d) guarantee the Notes or any Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, or refund the NotesSubsidiary, except for such (a) encumbrances or restrictions described in (a) through (d) above existing under or by reasons reason of applicable law, (ib) Existing covenants or restrictions contained in Indebtedness as in effect on the date of this First Supplemental IndentureIndenture as such covenants or restrictions are in effect on such date, (ii) applicable law or regulation, (iiic) any instrument governing restrictions or encumbrances arising under Acquired Indebtedness as in effect Indebtedness; provided, that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of acquisition, which encumbrance or restriction is not applicable to any person, the acquisition or the properties obligor on such Indebtedness and its Subsidiaries, (d) any restrictions or assets of encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any person, other than the person, or the properties or assets restrictions and encumbrances of the person, so acquired, provided type described in this clause (d) that the Consolidated Net Income of arise under such person Refinancing Indebtedness shall not be taken into account in determining whether such acquisition was permitted by the terms of this First Supplemental Indenture, (iv) by reason of customary non-assignment provisions or prohibitions on subletting in leases or other contracts entered into in the ordinary course of business, (v) Refinancing Indebtedness permitted under clause (iv) of paragraph (a) of Section 5.02 hereof, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no materially more restrictive than those contained in under the agreements governing agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or (vi) with respect to clause (c) aboveextended, (A) purchase money obligations, Non-Recourse Indebtedness and Capital Lease Obligations for property acquired or leased in the ordinary course of business, (Be) any Permitted Lien, or any other agreement restricting the sale or other disposition of properties property, securing Indebtedness permitted by this First Supplemental Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Restricted Subsidiary of the Company to pay dividends or make or repay loans or advances prior to the Companydefault thereunder, (Cf) restrictions or encumbrances contained reasonable and customary borrowing base covenants set forth in any security agreements evidencing Indebtedness otherwise permitted by this First Supplemental Indenture securing Indebtedness permitted by this First Supplemental Indenture to Indenture, (g) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the extent that such restrictions Company or encumbrances restrict the transfer of assets any Restricted Subsidiary, and (or proceeds thereof) subject to such security agreement, or (Dh) any restrictions or encumbrances restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement 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 or pending the closing of such an agreement which has been entered into for the sale or disposition of assets of the Company to the extent otherwise permitted by this First Supplemental Indenture, including in connection with any Asset Sale, as applicable only to such assets or Capital Stock to be sold, or (vii) customary agreements entered into in the ordinary course of business restricting the ability of a joint venture to make distributions or payments of cash or property to participants in such joint venturedisposition.

Limitations on Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectlycreate, create assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of leases and other agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to (a)(ii) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, owned by the Company or (ii) any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to the Company or any of its other Restricted SubsidiariesSubsidiary, (bii) make loans or advances to the Company or any of is other Restricted SubsidiariesSubsidiary, or (ciii) transfer any of its properties or assets to the Company or any of its other Restricted Subsidiaries, or (d) guarantee the Notes or any Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, or refund the NotesSubsidiary, except for such (a) encumbrances or restrictions described in (a) through (d) above existing under or by reasons reason of applicable law, (ib) Existing covenants or restrictions contained in Indebtedness as in effect on the date of this First Supplemental IndentureIndenture as such covenants or restrictions are in effect on such date, (ii) applicable law or regulation, (iiic) any instrument governing restrictions or encumbrances arising under Acquired Indebtedness as in effect Indebtedness; provided, that -------- such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of acquisition, which encumbrance or restriction is not applicable to any person, the acquisition or the properties obligor on such Indebtedness and its Subsidiaries, (d) any restrictions or assets of encumbrances arising in connection with Refinancing Indebtedness; provided, -------- however, that any person, other than the person, or the properties or assets restrictions and encumbrances of the person, so acquired, provided type described in this ------- clause (d) that the Consolidated Net Income of arise under such person Refinancing Indebtedness shall not be taken into account in determining whether such acquisition was permitted by the terms of this First Supplemental Indenture, (iv) by reason of customary non-assignment provisions or prohibitions on subletting in leases or other contracts entered into in the ordinary course of business, (v) Refinancing Indebtedness permitted under clause (iv) of paragraph (a) of Section 5.02 hereof, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no materially more restrictive than those contained in under the agreements governing agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or (vi) with respect to clause (c) aboveextended, (A) purchase money obligations, Non-Recourse Indebtedness and Capital Lease Obligations for property acquired or leased in the ordinary course of business, (Be) any Permitted Lien, or any other agreement restricting the sale or other disposition of properties property, securing Indebtedness permitted by this First Supplemental Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Restricted Subsidiary of the Company to pay dividends or make or repay loans or advances prior to the Companydefault thereunder, (Cf) restrictions or encumbrances contained reasonable and customary borrowing base covenants set forth in any security agreements evidencing Indebtedness otherwise permitted by this First Supplemental Indenture securing Indebtedness permitted by this First Supplemental Indenture to Indenture, (g) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the extent that such restrictions Company or encumbrances restrict the transfer of assets any Restricted Subsidiary, and (or proceeds thereof) subject to such security agreement, or (Dh) any restrictions or encumbrances restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement 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 or pending the closing of such an agreement which has been entered into for the sale or disposition of assets of the Company to the extent otherwise permitted by this First Supplemental Indenture, including in connection with any Asset Sale, as applicable only to such assets or Capital Stock to be sold, or (vii) customary agreements entered into in the ordinary course of business restricting the ability of a joint venture to make distributions or payments of cash or property to participants in such joint venturedisposition.

Limitations on Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to (a)(ix) pay dividends or make any other distributions to the Company or any of its other Restricted Subsidiaries Subsidiary on its Capital Stock Equity Interests or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to the Company or any of its other Restricted SubsidiariesSubsidiary, (by) make loans or advances to to, or guarantee any Indebtedness or other obligations of, the Company or any of is other Restricted Subsidiaries, Subsidiary or (cz) transfer any of its properties or assets to the Company or any of its other Restricted Subsidiaries, or (d) guarantee the Notes or any Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, or refund the Notes, except for such encumbrances or restrictions described in Subsidiary. The foregoing shall not prohibit (a) through (d) above any encumbrance or restriction existing under or by reasons reason of (i) Existing Indebtedness as any agreement in effect on the date of this First Supplemental IndentureIssue Date, (ii) applicable law or regulation, (iii) as any instrument governing Acquired Indebtedness as such agreement is in effect at the time of acquisition, which on such date or as thereafter amended or supplemented but only if such encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person, or the properties or assets of the person, so acquired, provided that the Consolidated Net Income of such person shall not be taken into account in determining whether such acquisition was permitted by the terms of this First Supplemental Indenture, (iv) by reason of customary non-assignment provisions or prohibitions on subletting in leases or other contracts entered into in the ordinary course of business, (v) Refinancing Indebtedness permitted under clause (iv) of paragraph (a) of Section 5.02 hereof, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive than those in the agreement being amended; (b) customary provisions contained in the agreements governing the Indebtedness being refinanced, or (vi) with respect to clause (c) above, (A) purchase money obligations, Non-Recourse Indebtedness and Capital Lease Obligations for property acquired or leased in the ordinary course of business, (B) any agreement restricting the sale or other disposition of properties securing Indebtedness permitted by this First Supplemental Indenture if such agreement does not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make loans or advances to the Company, (C) restrictions or encumbrances contained in any security agreements permitted by this First Supplemental Indenture securing Indebtedness permitted by this First Supplemental Indenture to the extent that such restrictions or encumbrances restrict the transfer of assets (or proceeds thereof) subject to such security agreement, or (D) any restrictions or encumbrances with respect to a Restricted Subsidiary imposed pursuant to an agreement which that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary; provided, however, that (x) such encumbrance or restriction is applicable only to such Restricted Subsidiary or assets and (y) such an agreement which has been entered into for the sale or disposition is made in accordance with Section 4.16; (c) any encumbrance or restriction existing under or by reason of assets of the Company to the extent otherwise permitted by this First Supplemental Indenture, including in connection with any Asset Sale, as applicable only to such assets or Capital Stock to be sold, or law; (viid) customary agreements entered into provisions restricting subletting or assignment of any lease governing any leasehold interest of any Restricted Subsidiary; (e) covenants in purchase money obligations for property acquired in the ordinary course of business restricting the ability transfer of such property; (f) covenants in security agreements securing Indebtedness of a joint venture Restricted Subsidiary (to make distributions the extent that such Liens were otherwise incurred in accordance with Section 4.15) that restrict the transfer of property subject to such agreements; (g) any agreement or payments other instrument of cash a Person acquired by the Company or property any Restricted Subsidiary in existence at the time of such acquisition, which encumbrance or restriction (x) is not applicable to participants any Person, or the properties or assets of any Person, other than the Person, or the properties or assets of the Person so acquired, and (y) is not incurred in connection with or in contemplation of such joint ventureacquisition; or (h) contained in any agreement entered into after the Issue Date, so long as such encumbrance or restriction is not materially more disadvantageous to the Holders than the encumbrances and restrictions in existence at the Issue Date.

Limitations on Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectlycreate, create assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of leases and other agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to (a)(ii) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, owned by the Company or (ii) any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to the Company or any of its other Restricted SubsidiariesSubsidiary, (bii) make loans or advances to the Company or any of is other Restricted SubsidiariesSubsidiary, or (ciii) transfer any of its properties or assets to the Company or any of its other Restricted Subsidiaries, or (d) guarantee the Notes or any Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, or refund the NotesSubsidiary, except for such (a) encumbrances or restrictions described in (a) through (d) above existing under or by reasons reason of applicable law, (ib) Existing covenants or restrictions contained in Indebtedness as in effect on the date of this First Supplemental IndentureIndenture as such covenants or restrictions are in effect on such date, (ii) applicable law or regulation, (iiic) any instrument governing restrictions or encumbrances arising under Acquired Indebtedness as in effect Indebtedness; PROVIDED, that such encumbrance or restriction applies only to either the assets that were subject to the restriction or encumbrance at the time of acquisition, which encumbrance or restriction is not applicable to any person, the acquisition or the properties obligor on such Indebtedness and its Subsidiaries, (d) any restrictions or assets of encumbrances arising in connection with Refinancing Indebtedness; PROVIDED, HOWEVER, that any person, other than the person, or the properties or assets restrictions and encumbrances of the person, so acquired, provided type described in this clause (d) that the Consolidated Net Income of arise under such person Refinancing Indebtedness shall not be taken into account in determining whether such acquisition was permitted by the terms of this First Supplemental Indenture, (iv) by reason of customary non-assignment provisions or prohibitions on subletting in leases or other contracts entered into in the ordinary course of business, (v) Refinancing Indebtedness permitted under clause (iv) of paragraph (a) of Section 5.02 hereof, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no materially more restrictive than those contained in under the agreements governing agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or (vi) with respect to clause (c) aboveextended, (A) purchase money obligations, Non-Recourse Indebtedness and Capital Lease Obligations for property acquired or leased in the ordinary course of business, (Be) any Permitted Lien, or any other agreement restricting the sale or other disposition of properties property, securing Indebtedness permitted by this First Supplemental Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Restricted Subsidiary of the Company to pay dividends or make or repay loans or advances prior to the Companydefault thereunder, (Cf) restrictions or encumbrances contained reasonable and customary borrowing base covenants set forth in any security agreements evidencing Indebtedness otherwise permitted by this First Supplemental Indenture securing Indebtedness permitted by this First Supplemental Indenture to Indenture, (g) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the extent that such restrictions Company or encumbrances restrict the transfer of assets any Restricted Subsidiary, and (or proceeds thereof) subject to such security agreement, or (Dh) any restrictions or encumbrances restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement 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 or pending the closing of such an agreement which has been entered into for the sale or disposition of assets of the Company to the extent otherwise permitted by this First Supplemental Indenture, including in connection with any Asset Sale, as applicable only to such assets or Capital Stock to be sold, or (vii) customary agreements entered into in the ordinary course of business restricting the ability of a joint venture to make distributions or payments of cash or property to participants in such joint venturedisposition.

Limitations on Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectlycreate, create assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of leases and other agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to (a)(ii) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, owned by the Company or (ii) any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to the Company or any of its other Restricted SubsidiariesSubsidiary, (bii) make loans or advances to the Company or any of is other Restricted SubsidiariesSubsidiary, or (ciii) transfer any of its properties or assets to the Company or any of its other Restricted Subsidiaries, or (d) guarantee the Notes or any Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, or refund the NotesSubsidiary, except for such (a) encumbrances or restrictions described in (a) through (d) above existing under or by reasons reason of applicable law, (ib) Existing covenants or restrictions contained in Indebtedness as in effect on the date of this First Supplemental IndentureIndenture as such covenants or restrictions are in effect on such date, (ii) applicable law or regulation, (iiic) any instrument governing restrictions or encumbrances arising under Acquired Indebtedness as in effect Indebtedness; provided, that such encumbrance or restriction applies only to either the assets -------- that were subject to the restriction or encumbrance at the time of acquisition, which encumbrance or restriction is not applicable to any person, the acquisition or the properties obligor on such Indebtedness and its Subsidiaries, (d) any restrictions or assets of encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any person, other than the person, or the properties or assets restrictions and encumbrances of the person, so acquired, provided -------- ------- type described in this clause (d) that the Consolidated Net Income of arise under such person Refinancing Indebtedness shall not be taken into account in determining whether such acquisition was permitted by the terms of this First Supplemental Indenture, (iv) by reason of customary non-assignment provisions or prohibitions on subletting in leases or other contracts entered into in the ordinary course of business, (v) Refinancing Indebtedness permitted under clause (iv) of paragraph (a) of Section 5.02 hereof, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no materially more restrictive than those contained in under the agreements governing agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or (vi) with respect to clause (c) aboveextended, (A) purchase money obligations, Non-Recourse Indebtedness and Capital Lease Obligations for property acquired or leased in the ordinary course of business, (Be) any Permitted Lien, or any other agreement restricting the sale or other disposition of properties property, securing Indebtedness permitted by this First Supplemental Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Restricted Subsidiary of the Company to pay dividends or make or repay loans or advances prior to the Companydefault thereunder, (Cf) restrictions or encumbrances contained reasonable and customary borrowing base covenants set forth in any security agreements evidencing Indebtedness otherwise permitted by this First Supplemental Indenture securing Indebtedness permitted by this First Supplemental Indenture to Indenture, (g) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the extent that such restrictions Company or encumbrances restrict the transfer of assets any Restricted Subsidiary, and (or proceeds thereof) subject to such security agreement, or (Dh) any restrictions or encumbrances restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement 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 or pending the closing of such an agreement which has been entered into for the sale or disposition of assets of the Company to the extent otherwise permitted by this First Supplemental Indenture, including in connection with any Asset Sale, as applicable only to such assets or Capital Stock to be sold, or (vii) customary agreements entered into in the ordinary course of business restricting the ability of a joint venture to make distributions or payments of cash or property to participants in such joint venturedisposition.

Limitations on Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectlycreate, create assume or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction (other than encumbrances or restrictions imposed by law or by judicial or regulatory action or by provisions of leases and other agreements that restrict the assignability thereof) on the ability of any Restricted Subsidiary to (a)(ii) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, owned by the Company or (ii) any other Restricted Subsidiary, or pay interest on or principal of any Indebtedness owed to the Company or any of its other Restricted SubsidiariesSubsidiary, (bii) make loans or advances to the Company or any of is other Restricted SubsidiariesSubsidiary, or (ciii) transfer any of its properties or assets to the Company or any of its other Restricted Subsidiaries, or (d) guarantee the Notes or any Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, or refund the NotesSubsidiary, except for such (a) encumbrances or restrictions described in (a) through (d) above existing under or by reasons reason of applicable law, (ib) Existing covenants or restrictions contained in Indebtedness as in effect on the date of this First Supplemental IndentureIndenture as such covenants or restrictions are in effect on such date, (ii) applicable law or regulation, (iiic) any instrument governing restrictions or encumbrances arising under Acquired Indebtedness as in effect Indebtedness; provided, that such encumbrance or restriction applies only to -------- either the assets that were subject to the restriction or encumbrance at the time of acquisition, which encumbrance or restriction is not applicable to any person, the acquisition or the properties obligor on such Indebtedness and its Subsidiaries, (d) any restrictions or assets of encumbrances arising in connection with Refinancing Indebtedness; provided, however, that any person, other than the person, or the properties or assets restrictions and -------- ------- encumbrances of the person, so acquired, provided type described in this clause (d) that the Consolidated Net Income of arise under such person Refinancing Indebtedness shall not be taken into account in determining whether such acquisition was permitted by the terms of this First Supplemental Indenture, (iv) by reason of customary non-assignment provisions or prohibitions on subletting in leases or other contracts entered into in the ordinary course of business, (v) Refinancing Indebtedness permitted under clause (iv) of paragraph (a) of Section 5.02 hereof, provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no materially more restrictive than those contained in under the agreements governing agreement creating or evidencing the Indebtedness being refunded, refinanced, replaced or (vi) with respect to clause (c) aboveextended, (A) purchase money obligations, Non-Recourse Indebtedness and Capital Lease Obligations for property acquired or leased in the ordinary course of business, (Be) any Permitted Lien, or any other agreement restricting the sale or other disposition of properties property, securing Indebtedness permitted by this First Supplemental Indenture if such Permitted Lien or agreement does not expressly restrict the ability of a Restricted Subsidiary of the Company to pay dividends or make or repay loans or advances prior to the Companydefault thereunder, (Cf) restrictions or encumbrances contained reasonable and customary borrowing base covenants set forth in any security agreements evidencing Indebtedness otherwise permitted by this First Supplemental Indenture securing Indebtedness permitted by this First Supplemental Indenture to Indenture, (g) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the extent that such restrictions Company or encumbrances restrict the transfer of assets any Restricted Subsidiary, and (or proceeds thereof) subject to such security agreement, or (Dh) any restrictions or encumbrances restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement 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 or pending the closing of such an agreement which has been entered into for the sale or disposition of assets of the Company to the extent otherwise permitted by this First Supplemental Indenture, including in connection with any Asset Sale, as applicable only to such assets or Capital Stock to be sold, or (vii) customary agreements entered into in the ordinary course of business restricting the ability of a joint venture to make distributions or payments of cash or property to participants in such joint venturedisposition.