PURCHASE, DEFEASE OR OTHERWISE ACQUIRE OR RETIRE FOR VALUE
ANY DISQUALIFIED STOCK AT ITS MANDATORY REDEMPTION DATE OR OTHER MATURITY DATE
IF AND TO THE EXTENT THAT INDEBTEDNESS IS INCURRED TO FINANCE SUCH REDEMPTION,
PURCHASE, DEFEASANCE OR OTHER ACQUISITION OR RETIREMENT.
14
Notwithstanding the foregoing, Restricted Payments shall not include
(a) payments by any Restricted Subsidiary to the Company or any other Restricted
Subsidiary or (b) any Investment or designation of a Restricted Subsidiary as an
Unrestricted Subsidiary permitted under Section 1010.
"RESTRICTED SECURITY" HAS THE MEANING SPECIFIED IN SECTION 205.
"RESTRICTED SUBSIDIARY" MEANS ANY SUBSIDIARY, WHETHER EXISTING ON THE DATE
HEREOF OR CREATED SUBSEQUENT THERETO, DESIGNATED FROM TIME TO TIME BY THE
COMPANY AS A "RESTRICTED SUBSIDIARY" (THE INITIAL RESTRICTED SUBSIDIARIES
DESIGNATED BY THE COMPANY BEING SET FORTH ON EXHIBIT A); PROVIDED, HOWEVER, THAT
NO SUBSIDIARY THAT IS NOT A SECURITIZATION SUBSIDIARY CAN BE OR REMAIN SO
DESIGNATED UNLESS (A) AT LEAST 67% OF EACH OF THE TOTAL EQUITY INTEREST AND THE
VOTING CONTROL OF SUCH SUBSIDIARY IS OWNED, DIRECTLY OR INDIRECTLY, BY THE
COMPANY OR ANOTHER RESTRICTED SUBSIDIARY AND (B) SUCH SUBSIDIARY IS NOT
RESTRICTED, PURSUANT TO THE TERMS OF ANY LOAN AGREEMENT, NOTE, INDENTURE OR
OTHER EVIDENCE OF INDEBTEDNESS, FROM (I) PAYING DIVIDENDS OR MAKING ANY
DISTRIBUTION ON SUCH SUBSIDIARY'S CAPITAL STOCK OR OTHER EQUITY SECURITIES OR
PAYING ANY INDEBTEDNESS OWED TO THE COMPANY OR TO ANY RESTRICTED SUBSIDIARY,
(II) MAKING ANY LOANS OR ADVANCES TO THE COMPANY OR ANY RESTRICTED SUBSIDIARY OR
(III) TRANSFERRING ANY OF ITS PROPERTIES OR ASSETS TO THE COMPANY OR ANY
RESTRICTED SUBSIDIARY (IT BEING UNDERSTOOD THAT A FINANCIAL COVENANT ANY OF THE
COMPONENTS OF WHICH ARE DIRECTLY IMPACTED BY THE TAKING OF THE ACTION (E.G., THE
PAYMENT OF A DIVIDEND) ITSELF (SUCH AS A MINIMUM NET WORTH TEST) WOULD BE DEEMED
TO BE A RESTRICTION ON THE FOREGOING ACTIONS, WHILE A FINANCIAL COVENANT NONE OF
THE COMPONENTS OF WHICH IS DIRECTLY IMPACTED BY THE TAKING OF THE ACTION (E.G.,
THE PAYMENT OF A DIVIDEND) ITSELF (SUCH AS A DEBT TO CASH FLOW TEST) WOULD NOT
BE DEEMED TO BE A RESTRICTION ON THE FOREGOING ACTIONS); AND PROVIDED FURTHER
THAT THE COMPANY MAY, FROM TIME TO TIME, REDESIGNATE ANY RESTRICTED SUBSIDIARY
AS AN UNRESTRICTED SUBSIDIARY IN ACCORDANCE WITH SECTION 1010.
"RULE 144A GLOBAL SECURITY" HAS THE MEANING SPECIFIED IN SECTION 303.
"SECURITIES ACT" MEANS THE SECURITIES ACT OF 1933, AS AMENDED.
"SECURITIES ISSUE DATE" MEANS JUNE 4, 2008 WITH RESPECT TO THE INITIAL
SECURITIES, THE DATE OF ORIGINAL ISSUANCE OF THE EXCHANGE SECURITIES WITH
RESPECT TO THE EXCHANGE SECURITIES, AND THE DATE OF ORIGINAL ISSUANCE OF THE
ADDITIONAL SECURITIES WITH RESPECT TO ANY ADDITIONAL SECURITIES.
"SECURITIZATION SUBSIDIARY" MEANS A RESTRICTED SUBSIDIARY THAT IS ESTABLISHED
FOR THE LIMITED PURPOSE OF ACQUIRING AND FINANCING RECEIVABLES AND RELATED
ASSETS AND ENGAGING IN ACTIVITIES ANCILLARY THERETO; PROVIDED THAT (A) NO
PORTION OF THE INDEBTEDNESS OF A SECURITIZATION SUBSIDIARY IS GUARANTEED BY OR
IS RECOURSE TO THE COMPANY OR ANY OTHER RESTRICTED SUBSIDIARY (OTHER THAN
RECOURSE