Common use of Dividend and Other Payment Restrictions Affecting Subsidiaries Clause in Contracts

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to: (a) pay dividends or make any other distributions on its Capital Stock to the Issuers or any Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuers or any of their Subsidiaries; (b) make loans or advances to the Issuers or any of their Subsidiaries; or (c) transfer any of its properties or assets to the Issuers or any of their Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (a) agreements governing Existing Indebtedness as in effect on the date of this Indenture and any amendments, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions or other modifications to those agreements; provided, however, that the amendments, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions or other modifications are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture and do not increase the amount of the Indebtedness; (b) this Indenture and the Notes; (c) the Subordinated Note Indenture and the Subordinated Notes; (d) applicable law; (e) customary non-assignment provisions in any contract or licensing agreement entered into in the ordinary course of business and consistent with past practices; (f) purchase money obligations permitted to be incurred pursuant to clause (c) of the second paragraph of Section

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers Company shall not, and shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (a1) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock to the Issuers or any Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or ; (2) pay any Indebtedness indebtedness owed to the Issuers Company or any of their its Restricted Subsidiaries; ; (b3) make loans or advances to the Issuers Company or any of their its Restricted Subsidiaries; or or (c4) transfer any of its properties or assets to the Issuers Company or any of their its Restricted Subsidiaries. However, the The preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (a1) agreements governing Existing Indebtedness as in effect on the date of this Indenture hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsreplacements or refinancings thereof; provided that such amendments, modifications, restatements, revisions or other modifications to those agreements; providedrenewals, however, that the amendmentsincreases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements the applicable series of Existing Indebtedness as in effect on the date of this Indenture and do not increase the amount of the Indebtednesshereof; (b2) this Indenture Indebtedness of any Restricted Subsidiary under any Credit Facility that is permitted to be incurred pursuant to Section 4.09 hereof; provided that such Credit Facility and Indebtedness contain only such encumbrances and restrictions on such Restricted Subsidiary's ability to engage in the activities set forth in clauses (1) through (4) of the preceding paragraph as are, at the time such Credit Facility is entered into or amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced, ordinary and customary for a Credit Facility of that type as determined in the good faith judgment of the Board of Directors (and evidenced in a board resolution), which determination shall be conclusively binding; (3) encumbrances and restrictions applicable to any Unrestricted Subsidiary, as the same are in effect as of the date on which the Subsidiary becomes a Restricted Subsidiary, and as the same may be amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to the dividend and other payment restrictions than those contained in the applicable series of Indebtedness of such Subsidiary as in effect on the date on which such Subsidiary becomes a Restricted Subsidiary; (4) any Indebtedness incurred in compliance with Section 4.09 hereof or any agreement pursuant to which such Indebtedness is issued if the encumbrance or restriction applies only in the event of a payment default or default with respect to a financial covenant contained in the Indebtedness or agreement and the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Company) and the Company determines that any such encumbrance or restriction will not materially affect the Company's ability to pay interest or principal on the Notes; (c5) the Subordinated Note Indenture and the Subordinated Notesthis Indenture; (d6) applicable law; (e7) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time that Person is acquired by the Company (except to the extent the Indebtedness was incurred in connection with or in contemplation of the acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, the Indebtedness was permitted by the terms hereof to be incurred; (8) customary non-assignment provisions in any contract leases or licensing agreement licenses entered into in the ordinary course of business and consistent with past practicesbusiness; (f9) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (5) in the second paragraph of Section 4.09 hereof on the property so acquired; (10) the provisions of agreements governing Indebtedness incurred pursuant to clause (4) of the second paragraph of Section 4.09 hereof; (11) any agreement for the sale of a Restricted Subsidiary that restricts that Restricted Subsidiary pending its sale; (12) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing the Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (13) Liens permitted to be incurred pursuant to clause (c) the provisions of Section 4.12 hereof that limit the right of the second paragraph debtor to transfer the assets subject to such Liens; (14) provisions with respect to the disposition or distribution of Sectionassets or property in joint venture agreements and other similar agreements; and (15) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers (a) Targa Resources Partners shall not, and shall will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (a1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Issuers or any Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuers Targa Resources Partners or any of their its Restricted Subsidiaries or to pay any indebtedness owed to Targa Resources Partners or any of its Restricted Subsidiaries; provided, however, that the priority that any series of preferred securities of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common securities of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Equity Interests for purposes of this covenant so long as the terms of such preferred securities do not expressly restrict the ability of such Restricted Subsidiary to pay dividends or make distributions on its Equity Interests; (b2) make loans or advances to the Issuers Targa Resources Partners or any of their Subsidiariesits Restricted Subsidiaries (it being understood that the subordination of loans or advances made to Targa Resources Partners or any Restricted Subsidiary to other Indebtedness incurred by Targa Resources Partners or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or (c) transfer any of its properties or assets to the Issuers Targa Resources Partners or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (a1) agreements governing Existing Indebtedness as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings of those agreements or the Indebtedness to those agreementswhich they relate; provided, however, provided that the amendments, restatements, modifications, renewals, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in those agreements on the date of this Indenture and do not increase the amount of the IndebtednessIndenture; (b2) this Indenture Indenture, the Notes and the NotesNote Guarantees; (c3) the Subordinated Note Indenture and the Subordinated Notesapplicable law, rule, regulation or order; (d4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Targa Resources Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable lawto any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture; (e5) customary non-assignment provisions contracts for purchase, gathering, processing, fractionating, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, in any contract transportation agreements or licensing agreement purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses, leases, rights-of-way, easements or servitudes, in each case entered into in the ordinary course of business and consistent with past practicesbusiness; (f6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) restrictions pursuant to any Permitted Receivables Financing; (10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business; (12) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions; (13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (14) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; (15) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to clause which such Indebtedness was incurred, if either (ca) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (b) Targa Resources Partners determines that any such encumbrance or restriction will not materially affect Targa Resources Partners’ ability to make principal or interest payments on the Notes, as determined in good faith by the Board of Directors of the second paragraph General Partner, whose determination shall be conclusive; and (16) any other agreement governing Indebtedness of SectionTarga Resources Partners or any Restricted Subsidiary that is permitted to be incurred by the covenant described under Section 4.09 hereof; provided, however, that such encumbrances or restrictions are not materially more restrictive, taken as a whole, than those contained in this Indenture or the Credit Agreement as it exists on the date of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers (a) Targa Resources Partners shall not, and shall will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (a1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Issuers or any Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuers Targa Resources Partners or any of their its Restricted Subsidiaries or to pay any indebtedness owed to Targa Resources Partners or any of its Restricted Subsidiaries; provided, however, that the priority that any series of preferred securities of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common securities of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Equity Interests for purposes of this covenant so long as the terms of such preferred securities do not expressly restrict the ability of such Restricted Subsidiary to pay dividends or make distributions on its Equity Interests; (b2) make loans or advances to the Issuers Targa Resources Partners or any of their Subsidiariesits Restricted Subsidiaries (it being understood that the subordination of loans or advances made to Targa Resources Partners or any Restricted Subsidiary to other Indebtedness incurred by Targa Resources Partners or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or (c) transfer any of its properties or assets to the Issuers Targa Resources Partners or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (a1) agreements governing Existing Indebtedness as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings of those agreements or the Indebtedness to those agreementswhich they relate; provided, however, provided that the amendments, restatements, modifications, renewals, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in those agreements on the date of this Indenture and do not increase the amount of the IndebtednessIndenture; (b2) this Indenture Indenture, the Notes and the NotesNote Guarantees; (c3) the Subordinated Note Indenture and the Subordinated Notesapplicable law, rule, regulation or order; (d4) any instrument governing Indebtedness or Equity Interests of a Person acquired by Targa Resources Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable lawto any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture; (e5) customary non-assignment provisions contracts for purchase, gathering, processing, fractionating, sale, transportation or exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, in any contract transportation agreements or licensing agreement purchase and sale or exchange agreements, pipeline or terminaling agreements, or similar operational agreements or in licenses, leases, rights-of-way, easements or servitudes, in each case entered into in the ordinary course of business and consistent with past practicesbusiness; (f6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) restrictions pursuant to any Permitted Receivables Financing; (10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business; (12) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions; (13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (14) any instrument governing Indebtedness of an FERC Subsidiary, provided that such Indebtedness was otherwise permitted by this Indenture to be incurred; (15) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to clause which such Indebtedness was incurred, if either (ca) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (b) Targa Resources Partners determines that any such encumbrance or restriction will not materially affect Targa Resources Partners’ ability to make principal or interest payments on the Notes, as determined in good faith by the Board of Directors of the second paragraph General Partner, whose determination shall be conclusive; and (16) any other agreement governing Indebtedness of SectionTarga Resources Partners or any Restricted Subsidiary that is permitted to be incurred by the covenant in Section 4.09 hereof; provided, however, that such encumbrances or restrictions are not materially more restrictive, taken as a whole, than those contained in this Indenture or the Credit Agreement as it exists on the date of this Indenture.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers (a) Ventas, Inc. shall not, and shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (other than the Partnership or any Excluded Joint Venture) to: : (a1) pay dividends or make any other distributions on its their Capital Stock to the Issuers Ventas, Inc. or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its their profits, or pay any Indebtedness indebtedness owed to the Issuers Ventas, Inc. or any of their its Restricted Subsidiaries; ; (b2) make loans or advances to the Issuers Ventas, Inc. or any of their its Restricted Subsidiaries; or or (c3) transfer any of its their properties or assets to the Issuers Ventas, Inc. or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of: (a1) agreements governing Existing Indebtedness Debt and Credit Facilities as in effect on the date of this the Indenture and any amendments, supplementsmodifications, refinancings, replacementrestatements, extensions, defeasancerenewals, increases, supplements, refundings, renewals, restatements, revisions replacements or other modifications to refinancings of those agreements; , provided, however, however that the amendments, supplementsmodifications, refinancings, replacementrestatements, extensions, defeasancerenewals, increases, supplements, refundings, renewals, restatements, revisions replacement or other modifications refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture and do not increase the amount of the IndebtednessIndenture; (b2) this Indenture the Indenture, the Notes and the NotesNote Guarantees; (c) the Subordinated Note Indenture and the Subordinated Notes; (d3) applicable law; (e4) any instrument governing Debt or Capital Stock of a Person acquired by Ventas, Inc. or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person; so acquired, provided, however, that, in the case of Debt, such Debt was permitted by Section 4.09 hereof; (5) customary non-assignment provisions in any contract or licensing agreement leases entered into in the ordinary course of business and consistent with past practices; (f6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in Section 4.08(a)(3); (7) any agreement for the sale or other disposition of the stock or assets of a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition; (8) Liens securing Debt otherwise permitted to be incurred pursuant by the Indenture or negative covenants with respect to clause (c) Debt permitted to be secured by Liens that limit the right of the second paragraph debtor to dispose of Sectionthe assets subject to such Liens or permitted to be subject to such Liens; (9) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; and (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Issuers Company shall not, and shall not permit any of their Subsidiaries Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (a1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Issuers Company or any Subsidiariesother Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness liabilities owed to the Issuers Company or any of their Subsidiaries; other Restricted Subsidiary; (b2) make loans or advances advances, or Guarantee any such loans or advances, to the Issuers Company or any of their Subsidiariesother Restricted Subsidiary; or or (c3) transfer any of its properties or assets to the Issuers Company or any of their Subsidiaries. However, the preceding other Restricted Subsidiary. (b) The restrictions set forth in paragraph (a) above shall not apply to encumbrances or restrictions existing under or by reason of: (a1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications to those agreementsrefinancings thereof; provided, however, that the such amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacement or other modifications refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements such Existing Indebtedness and Credit Facilities, as in effect on the date Issue Date; provided, further, however, that if such Existing Indebtedness or Credit Facility could not be amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced on commercially reasonable terms without the inclusion of this Indenture dividend and do not increase other payment restrictions that are materially more restrictive than those contained in such Existing Indebtedness or Credit Facility (as determined in good faith by the amount Board of Directors of the IndebtednessCompany), the Company or its Restricted Subsidiary may amend, modify, restate, renew, increase, supplement, refund, replace or refinance such Existing Indebtedness or Credit Facility, provided, that the dividend and other payment restrictions contained therein will not materially impair the Company’s ability to make payments on the Notes (as determined in good faith by the Board of Directors of the Company); (b2) this Indenture and the Notes; (c3) applicable law or any applicable rule, regulation or order, or under the Subordinated Note Indenture and the Subordinated Notesterms of any permit or license issued under applicable law or any applicable rule, regulation or order; (d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any Restricted Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was Incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable lawto any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred at the time of such acquisition; (e5) customary non-assignment provisions in any contract leases or licensing agreement other agreements that restrict the assignment of such agreements or rights or non-cash assets thereunder, including, without limitation, customary restrictions imposed on the transfer of intellectual property, in each case entered into in the ordinary course of business and consistent with past practicesbusiness; (f6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of paragraph (a) above; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided, however, that the dividend and other payment restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; provided, further, however, that if such Permitted Refinancing Indebtedness could not be entered into on commercially reasonable terms without the inclusion of dividend and other payment restrictions that are materially more restrictive than those contained in the existing Indebtedness (as determined in good faith by the Board of Directors of the Company), the Company or its Restricted Subsidiary may enter into such Permitted Refinancing Indebtedness, provided, that the dividend and other payment restrictions contained therein will not materially impair the Company’s ability to make payments on the Notes (as determined in good faith by the Board of Directors of the Company); (9) Liens securing Indebtedness that is permitted to be incurred secured without also securing the Notes pursuant to clause Section 4.11 hereof that limit the right of the debtor to dispose of the assets subject to any such Lien; (10) provisions with respect to the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (11) customary provisions in joint venture agreements, shareholders’ agreements and other similar agreements entered into in the ordinary course of business; (12) customary restrictions imposed by customers under contracts entered into in the ordinary course of business; (13) Non-Recourse Accounts Receivable Entity Indebtedness or other contractual requirements of an Accounts Receivable Entity in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Accounts Receivables Entity or the receivables which are subject to the Qualified Receivables Transaction; and (14) any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (a) the encumbrance or restriction applies only upon a payment or financial covenant default or event of default contained in such Indebtedness or agreement, (b) such encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings (as determined in good faith by the Board of Directors of the Company) and (c) such encumbrance or restriction will not materially impair the Company’s ability to make payments on the Notes (as determined in good faith by the Board of Directors of the second paragraph of SectionCompany).

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers Company shall not, and shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (a1) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock to the Issuers or any Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or ; (2) pay any Indebtedness indebtedness owed to the Issuers Company or any of their its Restricted Subsidiaries; ; (b3) make loans or advances to the Issuers Company or any of their its Restricted Subsidiaries; or or (c4) transfer any of its properties or assets to the Issuers Company or any of their its Restricted Subsidiaries. However, the The preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (a1) agreements governing Existing Indebtedness as in effect on the date of this Indenture hereof, and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsreplacements or refinancings thereof; provided that such amendments, modifications, restatements, revisions or other modifications to those agreements; providedrenewals, however, that the amendmentsincreases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements the applicable series of Existing Indebtedness as in effect on the date of this Indenture and do not increase the amount of the Indebtednesshereof; (b2) this Indenture Indebtedness of any Restricted Subsidiary under any Credit Facility that is permitted to be incurred pursuant to Section 4.09 hereof; provided that such Credit Facility and Indebtedness contain only such encumbrances and restrictions on such Restricted Subsidiary's ability to engage in the activities set forth in clauses (1) through (4) of the preceding paragraph as are, at the time such Credit Facility is entered into or amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced, ordinary and customary for a Credit Facility of that type as determined in the good faith judgment of the Board of Directors (and evidenced in a board resolution), which determination shall be conclusively binding; (3) encumbrances and restrictions applicable to any Unrestricted Subsidiary, as the same are in effect as of the date on which the Subsbidiary becomes a Restricted Subsidiary, and as the same may be amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to the dividend and other payment restrictions than those contained in the applicable series of Indebtedness of such Subsidiary as in effect on the date on which such Subsidiary becomes a Restricted Subsidiary; (4) any Indebtedness incurred in compliance with Section 4.09 hereof or any agreement pursuant to which such Indebtedness is issued if the encumbrance or restriction applies only in the event of a payment default or default with respect to a financial covenant contained in the Indebtedness or agreement and the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Company) and the Company determines that any such encumbrance or restriction will not materially affect the Company's ability to pay interest or principal on the Notes; (c5) the Subordinated Note Indenture and the Subordinated Notesthis Indenture; (d6) applicable law; (e7) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time that Person is acquired by the Company (except to the extent the Indebtedness was incurred in connection with or in contemplation of the acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, the Indebtedness was permitted by the terms hereof to be incurred; (8) customary non-assignment provisions in any contract leases or licensing agreement licenses entered into in the ordinary course of business and consistent with past practicesbusiness; (f9) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (5) in the second paragraph of Section 4.09 hereof on the property so acquired; (10) the provisions of agreements governing Indebtedness incurred pursuant to clause (4) of the second paragraph of the covenant described below under the caption "--Incurrence of Indebtedness and Issuance of Preferred Stock" hereof; (11) any agreement for the sale of a Restricted Subsidiary that restricts that Restricted Subsidiary pending its sale; (12) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing the Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (13) Liens permitted to be incurred pursuant to clause (c) the provisions of Section 4.12 hereof that limit the right of the second paragraph debtor to transfer the assets subject to such Liens; (14) provisions with respect to the disposition or distribution of Sectionassets or property in joint venture agreements and other similar agreements; and (15) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Issuers shall Company will not, and shall will not permit any of their its Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Subsidiary to: : (ai) pay dividends or make any other distributions on its Capital Stock to the Issuers Company or any Subsidiaries, of its Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuers Company or any of their its Subsidiaries; ; (bii) make loans or advances to the Issuers Company or any of their its Subsidiaries; or (iii) sell, lease or (c) transfer any of its properties or assets to the Issuers Company or any of their its Subsidiaries. However, the preceding . (b) The restrictions shall in this Section 10.10 will not apply to encumbrances or restrictions existing under or by reason of: (ai) agreements governing Existing Indebtedness as in effect on the date of this Indenture Agreement and any amendments, restatements, modifications, renewals, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications to refinancings of those agreements; provided, however, provided that the amendments, restatements, modifications, renewals, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture and do not increase the amount of the IndebtednessAgreement; (bii) this Indenture agreements governing other Indebtedness permitted to be incurred under Section 10.7 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein will not materially affect the Company’s ability to make anticipated principal, premium and interest payments on the Notes; (ciii) the Subordinated Note Indenture and the Subordinated Notesapplicable law, rule, regulation or order; (div) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable lawto any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred; (ev) customary non-assignment provisions contained in any contract or licensing agreement contracts, mortgages, leases and licenses entered into in the ordinary course of business and consistent with past practicesbusiness; (fvi) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions on the property purchased or leased; (vii) any agreement for the sale or other disposition of a Subsidiary that restricts activities of that Subsidiary pending such sale or other disposition; (viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (ix) Liens permitted to be incurred pursuant to clause (c) under the provisions of Section 10.5 of this that limit the right of the second paragraph debtor to dispose of Sectionthe assets subject to such Liens; or (x) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Permitted Investment), which limitation is applicable only to the assets that are the subject of such agreements.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, create Create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to: (aother than Excluded Subsidiaries and Project Finance Subsidiaries) to (i) pay dividends or make any other distributions on its Capital Stock Equity Interest to the Issuers Borrower or any Subsidiaries, or with respect to any other interest or participation in, or measured by, of its profits, Subsidiaries or pay any Indebtedness owed to the Issuers Borrower or any of their its Subsidiaries; (bii) make loans or advances to the Issuers Borrower or any of their its Subsidiaries; or (ciii) transfer any of its properties or assets to the Issuers Borrower or any of their its Subsidiaries. However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of: (a1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture Closing Date and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsreplacements or refinancings of those agreements, provided that such amendments, modifications, restatements, revisions or other modifications to those agreements; providedrenewals, however, that the amendmentsincreases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of Closing Date, as determined by the Borrower in its reasonable and good faith judgment, (2) this Indenture Agreement, the Loans and do not increase the amount Guarantees of the IndebtednessObligations provided by the Subsidiary Guarantors; (b3) this Indenture and the Notesapplicable law or any applicable rule, regulation or order of any court or Governmental Authority; (c4) agreements or instruments with respect to a Person acquired by the Subordinated Note Indenture Borrower or any of its Subsidiaries as in effect at the time of such acquisition or as may be amended, restated, modified, renewed, extended, supplemented, refunded, replaced or refinanced from time to time (so long as the encumbrances and restrictions in any such amendment, restatement, modification, renewal, extension, supplement, refunding, replacement or refinancing are, in the Subordinated Notesreasonable and good faith judgment of the Borrower, not materially more restrictive, taken as a whole, than those in effect on the date of the acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of agreements or instruments governing Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred; (d) applicable law; (e5) customary non-assignment provisions in any contract contract, license or licensing agreement lease entered into in the ordinary course Ordinary Course of business and consistent with past practicesBusiness; (f6) purchase money obligations for property acquired in the Ordinary Course of Business and Capitalized Leases that impose restrictions on that property of the nature described in clause (iii) of this Section 7.11; (7) any agreement for the sale or other disposition of a Subsidiary that imposes restrictions of the nature described in clauses (i) and/or (iii) of this Section 7.11; (8) Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, as determined by the Borrower in its reasonable and good faith judgment; (9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 7.01 hereof that limit the right of the debtor to Dispose of the assets subject to such Liens; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into (a) in the Ordinary Course of Business or (b) with the approval of the Borrower’s board of directors, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the Ordinary Course of Business; (12) any encumbrance or restrictions existing under Hedging Obligations permitted under this Agreement; (13) any agreement or instrument relating to any property or assets acquired after the Closing Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisition; (14) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was incurred pursuant to Section 7.03 hereof if either (a) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (b) the Borrower determines in good faith that any such encumbrance or restriction will not materially affect the Borrower’s ability to make principal or interest payments on the Loans; and (15) secured Indebtedness otherwise permitted to be incurred pursuant to clause (c) the provisions of Section 7.01 hereof that limit the right of the second paragraph debtor to Dispose of Sectionthe assets securing the Indebtedness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Issuers shall Company will not, and shall will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (a1) pay dividends or make any other distributions on its Capital Stock to the Issuers Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Issuers Company or any of their Subsidiaries; its Restricted Subsidiaries (bit being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions paid on common stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock); (2) make loans or advances to the Issuers Company or any of their Subsidiariesits Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary shall not be deemed to be a restriction on the ability to make loans or advances); or (3) sell, lease or (c) transfer any of its properties or assets to the Issuers Company or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (a1) any encumbrance or restriction pursuant to an agreement as in effect at the Issue Date, including agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture Issue Date and any amendments, restatements, modifications, renewals, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications to refinancings of those agreements; provided, however, provided that the amendments, restatements, modifications, renewals, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date; (2) any encumbrance or restriction pursuant to any agreement governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such encumbrances and restrictions are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those permitted by clause (1) of this Section 4.08(b); (3) this Indenture, the Notes and the Note Guarantees; (4) applicable law, rule, regulation or order; (5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of any such instrument by such Person; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in any such instrument on the date of acquisition; provided further that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture and do not increase the amount of the Indebtednessto be incurred; (b) this Indenture and the Notes; (c) the Subordinated Note Indenture and the Subordinated Notes; (d) applicable law; (e6) customary non-encumbrances or restrictions (i) on the subletting, assignment provisions in or transfer of any property or asset that is subject to a lease, license or similar contract or licensing agreement that was entered into in the ordinary course of business and consistent with past practicesbusiness, or the assignment or transfer of any such lease, license or other contract, (ii) contained in mortgages, pledges or other security agreements permitted under this Indenture to secure Indebtedness of the Company or any of its Restricted Subsidiaries or (iii) pursuant to provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any of its Restricted Subsidiaries entered into in the ordinary course of business; (f7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3) hereof; (8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Liens permitted to be incurred pursuant to clause (c) under Section 4.12 hereof that limit the right of the second paragraph debtor to dispose of Sectionthe assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets or property that are the subject of such agreements; (12) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, manufacturing alliance agreements and other similar agreements entered into in the ordinary course of business, so long as such encumbrances or restrictions are not applicable to any Person (or its property or assets) other than such joint venture or a Subsidiary thereof or the assets used exclusively in such manufacturing alliance, as applicable; (13) Indebtedness or other contractual requirements of a Receivables Entity or any Standard Securitization Undertakings, in each case in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entity, Receivables and Related Assets; (14) restrictions on cash or other deposits or net worth under leases or other contracts entered into in the ordinary course of business; and (15) Indebtedness of non-guarantor Subsidiaries permitted to be incurred under Section 4.09 that impose restrictions solely on the non-guarantor Subsidiaries party thereto.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers Company shall not, and shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: of the Company to (aa)(i) pay dividends or make any other distributions on its Capital Stock to the Issuers or any Subsidiaries, or Company with respect to any Capital Stock of such Restricted Subsidiary or any other interest or participation in, or measured by, its such Restricted Subsidiary’s profits, or (ii) pay any Indebtedness owed by such Restricted Subsidiary to the Issuers Company or any of their the Company’s other Restricted Subsidiaries; , (b) make loans or advances to the Issuers Company or any of their Subsidiaries; the Company’s Restricted Subsidiaries or (c) transfer any of its such Restricted Subsidiary’s properties or assets to the Issuers Company or any of their the Company’s Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of: of (ai) existing Indebtedness and agreements governing Existing Indebtedness listed on Schedule 5.03, in each case, as in effect on the date of this Indenture Indenture, (ii) the Credit Documents as in effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsreplacements or Refinancings thereof permitted hereunder, provided, however, that such amendments, modifications, restatements, revisions renewals, increases, supplements, refundings, replacements or other modifications Refinancings are not materially more restrictive with respect to such provisions than those contained in the Credit Documents on the date hereof, (iii) this Indenture and the Notes, (iv) Applicable Law, (v) any encumbrance or restriction (1) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or (2) contained in security agreements securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) capital leases or purchase money obligations for property acquired in the Ordinary Course of Business that impose restrictions of the nature described in clause (v) above on the property so acquired, (vii) Permitted Refinancing Indebtedness; provided, however, that such restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive than those contained in the agreements governing the Indebtedness being Refinanced, (viii) any instrument governing Indebtedness, Capital Stock or assets of a Person acquired by the Company or any of the Company’s Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such instrument was created or such Indebtedness was Incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred, (ix) secured Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limits the right of the debtor thereunder to dispose of the assets securing such Indebtedness, (x) contracts for the sale of assets, including without limitation customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (xi) restrictions on deposits or minimum net worth requirements imposed by customers under contracts entered into in the Ordinary Course of Business, (xii) customary provisions in joint venture agreements, licenses and leases and other similar agreements entered into in the Ordinary Course of Business, (xiii) any encumbrance or restriction contained in an agreement evidencing Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Closing Date pursuant to Section 5.04; provided, however, that such encumbrance or restriction applies only in the event of and during the continuance of a default contained in such agreement and (xiv) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refinancingsrefundings, replacementreplacements or refinancings of the contracts, extensionsinstruments or obligations referred to in clauses (i) through (xiii) above; provided that such amendments, defeasancemodifications, restatements, renewals, increases, supplements, refundings, renewalsreplacements or refinancings are, restatementsin the good faith judgment of the Board of Directors of the Company, revisions or other modifications are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture and do not increase the amount of the Indebtedness; (b) this Indenture and the Notes; (c) the Subordinated Note Indenture and the Subordinated Notes; (d) applicable law; (e) customary non-assignment provisions in any contract dividend or licensing agreement entered into in the ordinary course of business and consistent with past practices; (f) purchase money obligations permitted other payment restrictions prior to be incurred pursuant to clause (c) of the second paragraph of Sectionsuch amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers shall (a) Holdings will not, and shall will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (a1) pay dividends or make any other distributions on its Capital Stock to the Issuers Holdings or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Issuers Company or any of their its Restricted Subsidiaries; ; (b2) make loans or advances to the Issuers Holdings or any of their its Restricted Subsidiaries; or (3) sell, lease or (c) transfer any of its properties or assets to the Issuers Holdings or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 3.4(a) will not apply to encumbrances or restrictions existing under or by reason of: (a1) contractual encumbrances or restrictions (x) under the ABL Credit Facility, or (y) in effect on the date of this Indenture, including agreements governing Existing Indebtedness and Debt Facilities (other than the ABL Credit Facility) as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsreplacements or refinancings of those agreements described in this clause (y); provided that such amendments, restatements, revisions or other modifications to those agreements; providedmodifications, however, that the amendmentsrenewals, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture except to the extent that market conditions require more restrictive encumbrances and do not increase restrictions as reasonably determined by the amount of the IndebtednessCompany; (b2) this Indenture Indenture, the Notes, the Note Guarantees, the Collateral Documents and the NotesIntercreditor Agreement; (c3) the Subordinated Note Indenture and the Subordinated Notesapplicable law, rule, regulation or order; (d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by Holdings or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable lawto any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (e5) customary non-assignment and similar provisions in any contract contracts, leases or licensing agreement licenses entered into in the ordinary course of business and consistent with past practicesbusiness; (f6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Liens permitted to be incurred pursuant to clause (c) under the provisions of Section 3.6 and restrictions in the agreements relating thereto that limit the right of the second paragraph debtor to dispose of Sectionthe assets subject to such Liens; (9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (10) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition; (11) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis; (12) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture that restrict the transfer of ownership interests in such joint venture; (13) restrictions on the sale or transfer of assets imposed under any agreement to sell such assets or granting an option to purchase such assets entered into with the approval of Senior Management; provided that such sale or transfer complies with the other provisions of this Indenture; (14) Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 3.2; and (15) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above or any Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, in the good faith judgment of the Board of Directors of Holdings or any applicable Restricted Subsidiary, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Issuers shall Company will not, and shall will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (a1) pay dividends or make any other distributions on its Capital Stock to the Issuers Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligations owed to the Issuers Company or any of their its Restricted Subsidiaries; ; (b2) make loans or advances to the Issuers Company or any of their its Restricted Subsidiaries; or or (c3) transfer any of its properties or assets to the Issuers Company or any of their its Restricted Subsidiaries. . (b) However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of: (a1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications to refinancings of those agreements; provided, however, provided that the amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacement or other modifications refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture and do not increase the amount of the IndebtednessIndenture; (b2) this Indenture Indenture, the Notes and the NotesSubsidiary Guarantees; (c) the Subordinated Note Indenture and the Subordinated Notes; (d3) applicable law; (e4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) any restriction that restricts in a customary non-manner the subletting, assignment or transfer of any property, right or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other similar contract; (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (3) of Section 3.6(a) above; (7) any restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; (8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) encumbrances or restrictions in instruments evidencing Indebtedness of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the Company; provided, however, that such encumbrances or restrictions are not created, incurred or assumed in connection with, or in contemplation of, such acquisition; (10) Indebtedness permitted under this Indenture containing encumbrances or restrictions that taken as a whole are not materially more restrictive (as determined in good faith by the Board of Directors of the Company) than the encumbrances and restrictions otherwise contained in this Indenture; (11) encumbrances or restrictions contained in Hedging Obligations permitted from time to time under this Indenture; (12) encumbrances securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant described under Section 3.5 that limit the right of the debtor to dispose of the assets subject to such Liens; (13) provisions with respect to the disposition or distribution of assets or property in any contract or licensing agreement joint venture agreements, agreements respecting Permitted Business Investments and other similar agreements entered into in the ordinary course of business and consistent with past practices;business; and (f14) purchase money obligations permitted to be incurred pursuant to clause (c) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of the second paragraph of Sectionbusiness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers shall Issuer will not, and shall will not cause or permit any of their the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective effective, any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (a) pay dividends or make any other distributions on or in respect of its Capital Stock to the Issuers or any Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuers or any of their Subsidiaries; Stock; (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Issuers Issuer or any of their Subsidiariesother Restricted Subsidiary; or or (c) transfer any of its properties property or assets to the Issuers Issuer or any of their Subsidiaries. Howeverother Restricted Subsidiary, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason reasons of: (a1) the Credit Agreement, the Senior Subordinated Indenture and the Senior Subordinated Notes and the guarantees thereof and any other agreements governing Existing Indebtedness as existing on the Issue Date to the extent and in the manner such agreements are in effect on the date of this Indenture Issue Date and any amendments, supplements, refinancings, replacement, extensions, defeasance, refundingsrestatements, renewals, restatements, revisions replacements or other modifications to those agreementsrefinancings thereof; provided, however, that the encumbrances and restrictions contained in any such amendments, supplements, refinancings, replacement, extensions, defeasance, refundingsrestatements, renewals, restatements, revisions replacements or other modifications refinancings are no more restrictivenot, taken as a whole, materially more restrictive than the encumbrances or restrictions contained in such agreements on the Issue Date; (2) this Indenture, the Notes or in any indenture relating to Pari Passu Debt entered into after the Issue Date and incurred in compliance with respect to the terms of this Indenture; provided that the encumbrances or restrictions in such dividend and other payment restrictions agreements are not materially more restrictive than those contained in those agreements on the date of this Indenture and do not increase the amount of the IndebtednessIndenture; (b3) this Indenture and the Notes; (c) the Subordinated Note Indenture and the Subordinated Notes; (d) applicable law; (e) customary non-assignment provisions in any contract restrictions on cash or licensing agreement other deposits or net worth imposed by agreements entered into in the ordinary course of business and consistent with past practicesbusiness; (f4) purchase money obligations customary provisions in joint venture agreements and other similar agreements; (5) restrictions on the transfer of certificates of necessity or other similar authorizations required by the Issuer and its Restricted Subsidiaries to provide emergency medical transportation services, to the extent contained in such documents or otherwise required by the granting authority or jurisdiction; (6) applicable law, rule, regulation or order; (7) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary; (8) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (9) Purchase Money Indebtedness and Capitalized Lease Obligations permitted to be incurred pursuant to Section 4.03(b)(6) that impose limitations of the nature described in clause (c) of Section 4.05(a); (10) customary restrictions on the second paragraph transfer of Sectionany property or assets arising under a security or other agreement governing a Lien not prohibited under this Indenture; (11) any agreement governing Refinancing Indebtedness; provided, however, that the encumbrances or restrictions contained in any such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than the provisions relating to such encumbrances or restrictions contained in the Indebtedness being refinanced; and (12) any restriction existing under any agreement entered into with respect to the sale or disposition of all or substantially all of the Capital Stock or of assets of a Subsidiary provided that the sale or disposition in governed by Sections 4.06 and 4.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers Company shall not, and shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (ai) pay dividends or make any other distributions on its Capital Stock to the Issuers Company or any Subsidiaries, or with respect to any other interest or participation in, or measured by, of its profits, Restricted Subsidiaries or pay any Indebtedness owed to the Issuers Company or any of their its Restricted Subsidiaries; (bii) make loans or advances to the Issuers Company or any of their its Restricted Subsidiaries; or (ciii) transfer any of its properties or assets to the Issuers Company or any of their its Restricted Subsidiaries. However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of: of (a1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsreplacements or refinancings of those agreements, provided that such amendments, modifications, restatements, revisions or other modifications to those agreements; providedrenewals, however, that the amendmentsincreases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date, as determined by the Company in its reasonable and good faith judgment, (2) this Indenture, the Notes and the Subsidiary Guarantees; (3) applicable law or any applicable rule, regulation or order of any court or governmental authority; (4) agreements or instruments with respect to a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition or as may be amended, restated, modified, renewed, extended, supplemented, refunded, replaced or refinanced from time to time (so long as the encumbrances and restrictions in any such amendment, restatement, modification, renewal, extension, supplement, refunding, replacement or refinancing are, in the reasonable and good faith judgment of the Company, not materially more restrictive, taken as a whole, than those in effect on the date of the acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of agreements or instruments governing Indebtedness, such Indebtedness was permitted by the terms of this Indenture and do not increase the amount of the Indebtedness; to be incurred; (b) this Indenture and the Notes; (c) the Subordinated Note Indenture and the Subordinated Notes; (d) applicable law; (e5) customary non-assignment provisions in any contract contract, license or licensing agreement lease entered into in the ordinary course of business and consistent with past practices; business; (f6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on that property of the nature described in clause (iii) of this Section 4.08; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that imposes restrictions of the nature described in clauses (i) and/or (iii) of this Section 4.08; (8) Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, as determined by the Company in its reasonable and good faith judgment; (9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into (a) in the ordinary course of business or (b) with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (11) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business; (12) any encumbrance or restrictions existing under Hedging Obligations permitted under this Indenture; (13) any agreement or instrument relating to any property or assets acquired after the Issue Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisition; (14) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was incurred pursuant to Section 4.09 hereof if either (a) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (b) the Company determines in good faith that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes; and (15) secured Indebtedness otherwise permitted to be incurred pursuant to clause (c) the provisions of Section 4.12 hereof that limit the right of the second paragraph debtor to dispose of Sectionthe assets securing the Indebtedness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers shall Company will not, and shall will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (i) (a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock to the Issuers or any Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness or other liabilities owed to the Issuers Company or any of their its Restricted Subsidiaries; , (bii) make loans or advances to the Issuers Company or any of their its Restricted Subsidiaries; or , or (ciii) transfer any of its properties or assets to the Issuers Company or any of their its Restricted Subsidiaries. However, the preceding foregoing restrictions shall will not apply to encumbrances or restrictions existing under or by reason of: (a) agreements governing Existing Indebtedness as in effect on the date Issue Date, (b) the Credit Agreement and Permitted Bonding Obligations as in effect as of this Indenture the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsreplacements or refinancings, provided that any amendments, modifications, restatements, revisions or other modifications to those agreements; providedrenewals, however, that the amendmentsincreases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacement or other modifications refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those the Credit Agreement or in agreements with respect to Permitted Bonding Obligations, as applicable, as in effect on the date of this Indenture and do not increase the amount of the Indebtedness; (b) this Indenture and the Notes;Issue Date, (c) this Indenture, the Subordinated Note Indenture Notes (including the Exchange Notes) and the Subordinated Guarantees (including the Guarantees of the Exchange Notes;), (d) applicable law;, rule, regulation or order, (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of acquisition (except to the extent the Indebtedness was incurred in connection with or in contemplation of the acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, the Indebtedness was permitted by the terms of this Indenture to be incurred, (f) customary non-assignment provisions in any contract leases, licenses, charters or licensing agreement other similar agreements entered into in the ordinary course of business and consistent with past practicesbusiness; (fg) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) of the first paragraph of this Section 4.13 on the property so acquired, (h) any agreement for the sale of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale, (i) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (j) secured Indebtedness otherwise permitted to be incurred pursuant to clause the provisions of Section 4.09 and Section 4.11 that limits the right of the debtor to dispose of the assets (including any insurance, leases and charters relating to such assets, and any proceeds thereof) securing the Indebtedness, (k) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business, (l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (m) mortgage, construction, purchase money or similar financings that impose restrictions on the transfer of the property acquired, constructed repaired or improved, (n) encumbrances or restrictions imposed by amendments to the contracts, agreements or obligations referred to in the foregoing clauses (a), (c), (e), (f), (g), (h), (j), (k), (l) and (m), provided that the amendments are not materially more restrictive than the agreement so amended, (o) any other agreement, instrument or document relating to Indebtedness hereafter in effect, provided, that the terms and conditions of such encumbrances or restrictions are not materially more restrictive taken as a whole than those encumbrances or restrictions imposed in connection with the second paragraph of SectionCredit Agreement as in effect on the Issue Date (which may result in encumbrances or restrictions upon a Restricted Subsidiary so long as such encumbrances or restrictions are not materially more restrictive taken as a whole than the comparable restriction that is applicable to the Company), or (p) encumbrances or restrictions contained in any Indebtedness incurred by a Foreign Subsidiary that apply only to such Foreign Subsidiary.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers Company shall not, and shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (a1) pay dividends or make any other distributions to the Company on its Capital Stock to the Issuers or any Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, profits (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to the Common Stock shall not be deemed a restriction on the ability to make dividends on the Capital Stock); (2) pay any Indebtedness indebtedness owed to the Issuers Company or any Restricted Subsidiary (it being understood that the subordination of their Subsidiaries; loans or advances by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); (b3) make loans or advances to the Issuers Company or any of their SubsidiariesRestricted Subsidiary; or or (c4) transfer any of its properties or assets to the Issuers Company or any of their SubsidiariesRestricted Subsidiary. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (a1) agreements governing Existing Indebtedness as in effect on the date of this Indenture Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsreplacements or refinancings thereof; provided that either (i) such amendments, modifications, restatements, revisions or other modifications to those agreements; providedrenewals, however, that the amendmentsincreases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the applicable series of Existing Indebtedness as in effect on the Issue Date or (ii) the Company determines that any such encumbrance or restriction will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes (which determination shall be made in the good faith judgment of the Company’s Board of Directors (and evidenced by a resolution of the Board of Directors), which determination shall be conclusively binding); (2) Indebtedness of any Restricted Subsidiary under any Credit Facility that is permitted to be incurred or outstanding pursuant to Section 4.08; provided that such Credit Facility and Indebtedness contain only such encumbrances and restrictions on such Restricted Subsidiary’s ability to engage in the activities set forth in clauses (1) through (4) of the preceding paragraph as are, at the time such Credit Facility is entered into or amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced, ordinary and customary for a Credit Facility of that type as determined in the good faith judgment of the Company’s Board of Directors (and evidenced in a resolution of the Board of Directors), which determination shall be conclusively binding; (3) encumbrances and restrictions applicable to any Unrestricted Subsidiary, as the same are in effect as of the date on which the Subsidiary becomes a Restricted Subsidiary, and as the same may be amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to the dividend and other payment restrictions than those agreements contained in the applicable series of Indebtedness of such Subsidiary as in effect on the date of this Indenture and do not increase the amount of the Indebtednesson which such Subsidiary becomes a Restricted Subsidiary; (b4) any Indebtedness incurred in compliance with Section 4.08 or any agreement pursuant to which such Indebtedness is issued if the encumbrance or restriction applies only in the event of a payment default or default with respect to a financial covenant contained in the Indebtedness or agreement and the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Company) and the Company determines that any such encumbrance or restriction will not materially affect the Company’s ability to pay interest or principal on the Notes; (5) this Indenture and the NotesParent Guarantee (including the Exchange Notes and the Parent Guarantee thereof); (c6) the Subordinated Note Indenture and the Subordinated Notesencumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (d7) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time that Person is acquired by the Company (except to the extent the Indebtedness was incurred in connection with or in contemplation of the acquisition), which encumbrance or restriction is not applicable lawto any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, the Indebtedness was permitted by the terms of this Indenture to be incurred, and provided further that any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property so acquired; (e) 8) customary non-assignment provisions in any contract leases, licenses, easements or licensing agreement similar arrangements entered into in the ordinary course of business and consistent with past practicesbusiness; (f9) purchase money obligations for property acquired in the ordinary course of business of the nature described in clause (4) in the second paragraph of Section 4.08 on the property so acquired or under Excluded Capital Lease Obligations with respect to the property subject thereto; (10) any agreement for the sale of a Restricted Subsidiary that restricts that Restricted Subsidiary pending its sale; (11) Permitted Refinancing Indebtedness, provided that either (i) the restrictions contained in the agreements governing the Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced or (ii) the Company determines that any such encumbrance or restriction will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes (which determination shall be made in the good faith judgment of the Company’s Board of Directors (and evidenced by a resolution of the Board of Directors), which determination shall be conclusively binding); (12) Liens permitted to be incurred pursuant to the provisions of Section 4.09 that limit the right of the debtor to transfer the assets subject to such Liens; (13) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements or arrangements; (14) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (15) Indebtedness permitted to be incurred pursuant to clause (c15) of Section 4.08; provided, that the second paragraph Company determines that any such encumbrance or restriction will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes (which determination shall be made in the good faith judgment of Sectionthe Company’s Board of Directors (and evidenced by a resolution of the Board of Directors), which determination shall be conclusively binding.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers Company shall not, and shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary toto do any of the following: (aa)(i) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock to the Issuers or any Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to the Issuers Company or any of their its Restricted Subsidiaries; (b) make loans or advances to the Issuers Company or any of their Subsidiaries; its Restricted Subsidiaries or (c) transfer any of its properties or assets to the Issuers Company or any of their its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of: of (a1) agreements governing Credit Facilities or Existing Indebtedness as in effect on the date of this Indenture Indebtedness, and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsreplacements or refinancings thereof, provided that such agreements and amendments, modifications, restatements, revisions or other modifications to those agreements; providedrenewals, however, that the amendmentsincreases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings are no more restrictivenot materially less favorable to the holders of the Notes, taken as a whole, with respect to such dividend and other payment restrictions than those contained contained, in those the case of Credit Facilities, in agreements governing Credit Facilities or, in the case of Existing Indebtedness, in agreements governing such Existing Indebtedness, in either case as in effect on the date of this Indenture Indenture, (2) this Indenture, the Notes and do the Subsidiary Guarantees, (3) any agreement for the sale or other disposition of Equity Interests in a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition, (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not increase applicable to any Person, or the amount properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness; (b) , such Indebtedness was permitted by the terms of this Indenture and to be incurred, (5) by reason of customary provisions restricting the Notes; subletting or assignment of any lease or the transfer of copyrighted or patented materials, (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the Subordinated Note Indenture and the Subordinated Notes; property so acquired, (d) applicable law; (e7) customary non-assignment provisions in agreements for the sale of property or assets, (8) customary provisions in agreements that restrict the assignment of such agreements or rights thereunder, (9) provisions with respect to the disposition or distribution of assets or property in any contract joint venture agreement, assets sale agreement, stock sale agreement or licensing other similar agreement entered into in the ordinary course of business and consistent with past practices; (f) purchase money obligations permitted business, but in each case only to be incurred pursuant the extent such encumbrance or restriction relates to clause (c) the transfer of the second paragraph property, or encumbers or restricts the assets, subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of Sectionbusiness, (11) Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially less favorable to the Holders, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens, or (13) applicable law.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers Company shall not, and shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: that is not a Senior Note Guarantor to (ai)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock to the Issuers or any Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Issuers Company or any of their its Restricted Subsidiaries; , (bii) make loans or advances to the Issuers Company or any of their Subsidiaries; its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Issuers Company or any of their its Restricted Subsidiaries. However, the preceding foregoing restrictions shall will not apply to encumbrances or restrictions existing under or by reason of: of (a) agreements governing Existing Indebtedness as in effect on the date of this the Senior Note Indenture and/or the closing of the Acquisition, (b) the Senior Credit Facilities as in effect as of the date of the Senior Note Indenture and/or the closing of the Acquisition, and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsreplacements or refinancings thereof, provided that such amendments, modifications, restatements, revisions or other modifications to those agreements; providedrenewals, however, that the amendmentsincreases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacement or other modifications refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements the Senior Credit Facilities as in effect on the date of this the Senior Note Indenture and do not increase and/or the amount closing of the Indebtedness; (b) this Indenture and the Notes; Acquisition, (c) the Subordinated Senior Note Indenture Indenture, this Senior Note Indenture, the Senior Notes and the Subordinated Senior Notes; , (d) applicable law; law or any applicable rule, regulation or order, (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Senior Note Indenture to be incurred, (f) customary non-assignment provisions in any contract or licensing agreement leases and other agreements entered into in the ordinary course of business and consistent with past practices; , (fg) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) any agreement for the sale of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale, (i) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (j) secured Indebtedness otherwise permitted to be incurred pursuant to clause (c) the provisions of Section 4.12 hereof that limits the right of the second paragraph debtor to dispose of Sectionthe assets securing such Indebtedness, (k) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business, (l) restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business and (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (l) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company's Board of Directors, not materially more restrictive in the aggregate with respect to such dividend and other payment restrictions than those (considered as a whole) contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers Company shall not, and shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (ai)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock to the Issuers or any Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Issuers Company or any of their its Restricted Subsidiaries; , (bii) make loans or advances to the Issuers Company or any of their Subsidiaries; its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Issuers Company or any of their its Restricted Subsidiaries. However, the preceding foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of: of (a) agreements governing Existing Indebtedness as in effect on the date of this Indenture or Indebtedness under the Senior Credit Facility, and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsreplacements or refinancings thereof; provided that such amendments, modifications, restatements, revisions or other modifications to those agreements; providedrenewals, however, that the amendmentsincreases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements the applicable series of Existing Indebtedness as in effect on the date of this Indenture or in the Senior Credit Facility, (b) encumbrances and do not increase restrictions applicable to CTSH and its Subsidiaries, as the amount same are in effect as of the Indebtedness; date on which CTSH becomes a Restricted Subsidiary, and as the same may be amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the applicable series of Indebtedness of CTSH as in effect on the date on which CTSH becomes a Restricted Subsidiary, (bc) this Indenture and the Notes; (c) the Subordinated Note Indenture and the Subordinated Notes; , (d) applicable law; , (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (f) by reason of customary non-assignment provisions in any contract leases or licensing agreement licenses entered into in the ordinary course of business and consistent with past practices; business, (fg) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) the provisions of agreements governing Indebtedness incurred pursuant to clause (iv) of the second paragraph of the covenant described in Section 4.09, (i) any agreement for the sale of a Restricted Subsidiary that restricts that Restricted Subsidiary pending its sale, (j) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (k) Liens permitted to be incurred pursuant to clause (c) the provisions of the second paragraph covenant described in Section 4.12 that limit the right of Sectionthe debtor to transfer the assets subject to such Liens, (l) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements and (m) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers shall Company will not, and shall will not permit any of their its Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the Company’s Subsidiaries to: (i) (a) pay dividends or make any other distributions to the Company or any of its Subsidiaries on its Capital Stock to the Issuers or any Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness or other obligation owed to the Issuers Company or any of their its Subsidiaries; ; (bii) make loans or advances to the Issuers Company or any of their its Subsidiaries; ; (iii) sell, lease or (c) transfer any of its properties or assets to the Issuers Company or any of their its Subsidiaries. However; or (iv) Guarantee the obligations of the Company evidenced by the Notes or any renewals, the preceding restrictions shall not apply to refinancings, exchanges, refundings or extensions thereof, except for such encumbrances or restrictions existing under or by reason of: of (a) agreements governing (X) this Indenture and the Notes and (Y) the Senior Subordinated Notes and the related indenture, (b) applicable law, (c) the Credit Agreement, Existing Indebtedness or any other agreements in effect on the Issue Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements (such replacements being deemed to include, solely with respect to Seasonal Subsidiary Debt, the entering into by any of the Company’s Subsidiaries of agreements with respect to new Seasonal Subsidiary Debt replacing other Seasonal Subsidiary Debt following its maturity) or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are no more restrictive in any material respect, taken as a whole, than those in effect on the date of this Indenture and (in the good faith determination of the Treasurer of the Company), (d) any amendmentsinstrument governing Acquired Indebtedness or Capital Stock of a Person acquired by the Company or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Acquired Indebtedness was incurred in connection with or in contemplation of such acquisition), supplementswhich encumbrance or restriction is not applicable to any Person, refinancingsor the properties or assets of any Person, replacementother than the Person, extensionsor the property or assets of the Person, defeasanceso acquired, refundings, renewals, restatements, revisions or other modifications to those agreements; provided, however, provided that the amendmentsConsolidated Net Income of such Person is not taken into account in determining whether such acquisition was permitted by the terms of this Indenture, supplements(e) any document or instrument governing Indebtedness incurred pursuant to clause (v) or (vi) of Section 3.13(b), refinancingsprovided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, replacementor (f) Permitted Refinancing Indebtedness of Indebtedness described in clause (d) hereof, extensions, defeasance, refundings, renewals, restatements, revisions or other modifications provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictiverestrictive in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those the agreements on governing the date of this Indenture and do not increase Indebtedness being refinanced (in the amount good faith determination of the Indebtedness; (b) this Indenture and the Notes; (c) the Subordinated Note Indenture and the Subordinated Notes; (d) applicable law; (e) customary non-assignment provisions in any contract or licensing agreement entered into in the ordinary course of business and consistent with past practices; (f) purchase money obligations permitted to be incurred pursuant to clause (c) Treasurer of the second paragraph of SectionCompany).

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Issuers shall Company will not, and shall will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (a1) pay dividends or make any other distributions on its Capital Stock to the Issuers Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Issuers Company or any of their Subsidiaries; its Restricted Subsidiaries (bit being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions paid on common stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock); (2) make loans or advances to the Issuers Company or any of their Subsidiariesits Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary shall not be deemed to be a restriction on the ability to make loans or advances); or (3) sell, lease or (c) transfer any of its properties or assets to the Issuers Company or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (a1) any encumbrance or restriction pursuant to an agreement as in effect at the date of this Indenture, including agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications to refinancings of those agreements; provided, however, provided that the amendments, restatements, modifications, renewals, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture and do not increase the amount of the IndebtednessIndenture; (b2) this Indenture Indenture, the Notes, the Note Guarantees, the Exchange Notes and the Note Guarantees in respect thereof, and the Senior Indenture, the Senior Notes, the Senior Note Guarantees, the Exchange Senior Notes and the Senior Note Guarantees in respect thereof; (c3) the Subordinated Note Indenture and the Subordinated Notesapplicable law, rule, regulation or order; (d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable lawto any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of any such instrument by such Person; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in any such instrument on the date of acquisition; provided, further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (e5) customary non-encumbrances or restrictions (i) on the subletting, assignment provisions in or transfer of any property or asset that is subject to a lease, license or similar contract or licensing agreement that was entered into in the ordinary course of business and consistent with past practicesbusiness, or the assignment or transfer of any such lease, license or other contract, (ii) contained in mortgages, pledges or other security agreements permitted under this Indenture to secure Indebtedness of the Company or any of its Restricted Subsidiaries to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements, or (iii) pursuant to provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any of its Restricted Subsidiaries entered into in the ordinary course of business; (f6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3) hereof; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens permitted to be incurred pursuant to clause (c) under Section 4.12 hereof that limit the right of the second paragraph debtor to dispose of Sectionthe assets subject to such Liens; (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets or property that are the subject of such agreements; (11) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, manufacturing alliance agreements and other similar agreements entered into in the ordinary course of business, so long as such encumbrances or restrictions are not applicable to any Person (or its property or assets) other than such joint venture or a Subsidiary thereof or the assets used exclusively in such manufacturing alliance, as applicable; (12) Indebtedness or other contractual requirements of a Receivables Entity or any Standard Securitization Undertakings, in each case in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entity, Receivables and Related Assets; and (13) restrictions on cash or other deposits or net worth under leases or other contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers (a) Ventas, Inc. shall not, and shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (other than the Partnership or any Excluded Joint Venture) to: : (a1) pay dividends or make any other distributions on its their Capital Stock to the Issuers Ventas, Inc. or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its their profits, or pay any Indebtedness indebtedness owed to the Issuers Ventas, Inc. or any of their its Restricted Subsidiaries; ; (b2) make loans or advances to the Issuers Ventas, Inc. or any of their its Restricted Subsidiaries; or or (c3) transfer any of its their properties or assets to the Issuers Ventas, Inc. or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.10(a) will not apply to encumbrances or restrictions existing under or by reason of: (a1) agreements governing Existing Indebtedness Debt and Credit Facilities as in effect on the date of this the First Supplemental Indenture and any amendments, supplementsmodifications, refinancings, replacementrestatements, extensions, defeasancerenewals, increases, supplements, refundings, renewals, restatements, revisions replacements or other modifications to refinancings of those agreements; , provided, however, that the amendments, supplementsmodifications, refinancings, replacementrestatements, extensions, defeasancerenewals, increases, supplements, refundings, renewals, restatements, revisions replacement or other modifications refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture and do not increase the amount of the IndebtednessFirst Supplemental Indenture; (b2) this Indenture the Indenture, the Notes and the NotesSecurities Guarantees; (c) the Subordinated Note Indenture and the Subordinated Notes; (d3) applicable law; (e4) any instrument governing Debt or Capital Stock of a Person acquired by Ventas, Inc. or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Debt, such Debt was permitted by Section 4.11 hereof; (5) customary non-assignment provisions in any contract or licensing agreement leases entered into in the ordinary course of business and consistent with past practices; (f6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in Section 4.10(a)(3); (7) any agreement for the sale or other disposition of the stock or assets of a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition; (8) Liens securing Debt otherwise permitted to be incurred pursuant by the Indenture or negative covenants with respect to clause (c) Debt permitted to be secured by Liens that limit the right of the second paragraph debtor to dispose of Sectionthe assets subject to such Liens or permitted to be subject to such Liens; (9) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; and (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers Company shall not, and shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (a1) pay dividends or make any other distributions to the Company on its Capital Stock to the Issuers or any Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, profits (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to the common stock shall not be deemed a restriction on the ability to make dividends on the Capital Stock); (2) pay any Indebtedness indebtedness owed to any Restricted Subsidiary (it being understood that the Issuers subordination of loans or advances by the Company or any of their Subsidiaries; Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); (b3) make loans or advances to the Issuers or any of their SubsidiariesRestricted Subsidiary; or or (c4) transfer any of its properties or assets to the Issuers or any of their SubsidiariesRestricted Subsidiary. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (a1) agreements governing Existing Indebtedness as in effect on the date of this Indenture Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsreplacements or refinancings thereof; provided that either (i) such amendments, modifications, restatements, revisions or other modifications to those agreements; providedrenewals, however, that the amendmentsincreases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the applicable series of Existing Indebtedness as in effect on the Issue Date or (ii) the Company or the Restricted Subsidiary incurring the debt, as the case may be, determines that any such encumbrance or restriction will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes (which determination shall be made in the good faith judgment of the Board of Directors of the Company or the applicable Restricted Subsidiary incurring such Indebtedness, as the case may be); (2) Indebtedness of any Restricted Subsidiary under any Credit Facility that is permitted to be incurred or outstanding pursuant to Section 4.08; provided that such Credit Facility and Indebtedness contain only such encumbrances and restrictions on such Restricted Subsidiary’s ability to engage in the activities set forth in clauses (1) through (4) of the preceding paragraph as are, at the time such Credit Facility is entered into or amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced, ordinary and customary for a Credit Facility of that type as determined in the good faith judgment of the Board of Directors of the Company or the applicable Restricted Subsidiary incurring such Indebtedness, as the case may be; (3) encumbrances and restrictions applicable to any Unrestricted Subsidiary, as the same are in effect as of the date on which the Subsidiary becomes a Restricted Subsidiary, and as the same may be amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to the dividend and other payment restrictions than those agreements contained in the applicable series of Indebtedness of such Subsidiary as in effect on the date of this Indenture and do not increase the amount of the Indebtednesson which such Subsidiary becomes a Restricted Subsidiary; (b4) this Indenture any Indebtedness incurred in compliance with Section 4.08 or any agreement pursuant to which such Indebtedness is issued if the encumbrance or restriction applies only in the event of a payment default or default with respect to a financial covenant contained in the Indebtedness or agreement and the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Company) and the Company determines that any such encumbrance or restriction will not materially affect the Company’s ability to pay interest or principal on the Notes; (c5) this Indenture (including the Subordinated Note Indenture and the Subordinated Exchange Notes); (d6) encumbrances or restrictions arising or existing by reason of applicable lawlaw or any applicable rule, regulation or order; (e7) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time that Person is acquired by the Company (except to the extent the Indebtedness was incurred in connection with or in contemplation of the acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, the Indebtedness was permitted by the terms of this Indenture to be incurred, and provided further that any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property so acquired; (8) customary non-assignment provisions in any contract leases, licenses, easements or licensing agreement similar arrangements entered into in the ordinary course of business and consistent with past practicesbusiness; (f9) purchase money obligations for property acquired in the ordinary course of business of the nature described in clause (4) in the second paragraph of Section 4.08 on the property so acquired or under Excluded Capital Lease Obligations with respect to the property subject thereto; (10) any agreement for the sale of a Restricted Subsidiary that restricts that Restricted Subsidiary pending its sale; (11) Permitted Refinancing Indebtedness, provided that either (i) the restrictions contained in the agreements governing the Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced or (ii) the Company determines that any such encumbrance or restriction will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes (which determination shall be made in the good faith judgment of the Board of Directors of the Company or of the applicable Restricted Subsidiary incurring the Indebtedness, as the case may be); (12) Liens permitted to be incurred pursuant to the provisions of Section 4.09 that limit the right of the debtor to transfer the assets subject to such Liens; (13) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements or arrangements; (14) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (15) Indebtedness permitted to be incurred pursuant to clause (c15) of the second paragraph of SectionSection 4.08; provided, that the Company determines that any such encumbrance or restriction will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes (which determination shall be made in the good faith judgment of the Board of Directors of the Company or of the applicable Restricted Subsidiary incurring the Indebtedness, as the case may be). Each determination required to be made by the Board of Directors of the Company or the applicable Restricted Subsidiary incurring the Indebtedness, as the case may be, pursuant to clauses (1), (2), (11) and (15) of this Section 4.10 shall be evidenced in a resolution of such Board of Directors and each such determination shall be conclusively binding on the Company, each Restricted Subsidiary and each Holder.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers (a) Inmarsat Holdings Limited shall not, and shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (a1) pay dividends or make any other distributions on its Share Capital Stock to the Issuers Inmarsat Holdings Limited or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or ; or (2) pay any Indebtedness owed to the Issuers Inmarsat Holdings Limited or any of their its Restricted Subsidiaries; or (b3) make loans or advances to the Issuers Inmarsat Holdings Limited or any of their its Restricted Subsidiaries; or or (c4) transfer any of its properties or assets to the Issuers Inmarsat Holdings Limited or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of: (a1) agreements governing Existing Indebtedness Indebtedness, the Senior Credit Agreement, the Intercreditor Agreement and any security document relating to the Senior Credit Agreement, in each case, as in effect on the date of this Indenture Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsreplacements or refinancings of those agreements; provided that (i) the encumbrances or restrictions in such amendments, modifications, restatements, revisions or other modifications to those agreements; providedrenewals, however, that the amendmentsincreases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacement or other modifications refinancings are (A) no more restrictiverestrictive or (B) not materially less favorable to the Holders of the Notes, taken as a wholewhole and determined in good faith by the Board of Directors, with respect to such than the dividend and other payment restrictions than those contained in those agreements the relevant agreement existing on the date Issue Date and (ii) either (A) the final Stated Maturity of the Indebtedness as so amended is prior to the final Stated Maturity of the Notes or (B) such Indebtedness permits payments to be made to the Issuer (pursuant to the Subordinated Intercompany Note Proceeds Loan or otherwise) to fund the repayment of the Notes at final Stated Maturity; (2) this Indenture, the Notes (including any Additional Notes), the Guarantees of the Notes (including any Guarantee of Additional Notes), the Priority Deed and the Note Security Documents; (3) any applicable law, rule, regulation or order; (4) any instrument governing Indebtedness of a Person acquired by Inmarsat Holdings Limited or any of its Restricted Subsidiaries, as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture and do not increase the amount of the Indebtednessto be incurred; (b) this Indenture and the Notes; (c) the Subordinated Note Indenture and the Subordinated Notes; (d) applicable law; (e5) customary non-assignment provisions in any contract or licensing agreement contracts and licenses entered into in the ordinary course of business and consistent with past practicesbusiness; (f6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (4) of Section 4.08(a); (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness constituting Senior Debt of a Guarantor or Indebtedness of a Restricted Subsidiary that is not a Guarantor; provided that the restrictions and encumbrances contained in the agreements governing such Permitted Refinancing Indebtedness are either (i) no more restrictive or (ii) not materially less favorable to the Holders of the Notes, taken as a whole and determined in good faith by the Board of Directors, than the dividend and other payment restrictions contained in the Indebtedness being refinanced; (9) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) any agreement or instrument relating to Indebtedness of a Restricted Subsidiary that is not a Guarantor or Senior Debt of a Guarantor, in each case, permitted to be incurred after the Issue Date under Section 4.09 if (A) the restrictions and encumbrances contained in the agreements governing such Indebtedness are either (i) no more restrictive or (ii) not materially less favorable to the Holders of the Notes, taken as a whole and determined in good faith by the Board of Directors, than the dividend and other payment restrictions contained in the Senior Credit Agreement and the Original Intercreditor Agreement, in each case, as in effect on the Issue Date and (B) either (i) the final Stated Maturity of the Senior Debt is prior to the final Stated Maturity of the Notes or (ii) such Senior Debt permits payments to be made to the Issuer (pursuant to clause (cthe Subordinated Intercompany Note Proceeds Loan or otherwise) to fund the repayment of the second paragraph Notes at final Stated Maturity; (11) customary provisions limiting the disposition or distribution of Sectionassets or property in joint venture agreements, asset sale agreements, sale and leaseback agreements, share sale agreements and other similar agreements entered into with the approval of the Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers Company shall not, and shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: that is not a Senior Subordinated Note Guarantor to (ai)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock to the Issuers or any Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Issuers Company or any of their its Restricted Subsidiaries; , (bii) make loans or advances to the Issuers Company or any of their Subsidiaries; its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Issuers Company or any of their its Restricted Subsidiaries. However, the preceding foregoing restrictions shall will not apply to encumbrances or restrictions existing under or by reason of: of (a) agreements governing Existing Indebtedness as in effect on the date of this the Senior Subordinated Note Indenture and/or the closing of the Acquisition, (b) the Senior Credit Facilities as in effect as of the date of the Senior Subordinated Note Indenture and/or the closing of the Acquisition, and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsreplacements or refinancings thereof, provided that such amendments, modifications, restatements, revisions or other modifications to those agreements; providedrenewals, however, that the amendmentsincreases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacement or other modifications refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements the Senior Credit Facilities as in effect on the date of this the Senior Subordinated Note Indenture and do not increase and/or the amount closing of the Indebtedness; (b) this Indenture and the Notes; Acquisition, (c) the Senior Note Indenture, this Senior Subordinated Note Indenture Indenture, the Senior Notes and the Senior Subordinated Notes; , (d) applicable law; law or any applicable rule, regulation or order, (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Senior Subordinated Note Indenture to be incurred, (f) customary non-assignment provisions in any contract or licensing agreement leases and other agreements entered into in the ordinary course of business and consistent with past practices; , (fg) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) any agreement for the sale of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale, (i) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (j) secured Indebtedness otherwise permitted to be incurred pursuant to clause (c) the provisions of Section 4.12 hereof that limits the right of the second paragraph debtor to dispose of Sectionthe assets securing such Indebtedness, (k) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business, (l) restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business and (m) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (l) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company's Board of Directors, not materially more restrictive in the aggregate with respect to such dividend and other payment restrictions than those (considered as a whole) contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers shall Company will not, and shall will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (a1) pay dividends or make any other distributions on its Capital Stock to the Issuers Company or any Subsidiaries, of its Restricted Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuers Company or any of their its Restricted Subsidiaries; provided that the priority of any preferred stock in receiving dividends or liquidating distributions prior to the payment of dividends or liquidating distributions on common stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock; (b2) make loans or advances to the Issuers Company or any of their its Restricted Subsidiaries; or or (c3) transfer any of its properties or assets to the Issuers Company or any of their its Restricted Subsidiaries. However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of: (a1) agreements governing Existing Indebtedness as in effect on the date of this Indenture Indebtedness, Credit Facilities and Hedging Obligations and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsreplacements or refinancings of those agreements; provided that such agreements, Credit Facilities, Hedging Obligations and the amendments, modifications, restatements, revisions or other modifications to those agreements; providedrenewals, however, that the amendmentsincreases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings thereof are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date Issue Date; (2) applicable law or any applicable rule, regulation or order of any court or governmental authority; (3) any instrument governing Indebtedness or Capital Stock, or any other agreement relating to any assets, of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such restriction was created in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person, or the assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture and do not increase the amount of the Indebtednessto be incurred; (b) this Indenture and the Notes; (c) the Subordinated Note Indenture and the Subordinated Notes; (d) applicable law; (ea) customary non-assignment provisions in any contract contract, license or licensing agreement lease and (b) cash, other deposits, or net worth or similar requirements; in each case, imposed by suppliers or landlords under contracts, in the case of each of subclauses (a) and (b), entered into in the ordinary course of business and consistent with past practices; (f5) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (3) of the preceding paragraph; (6) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement for the sale or other disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or other disposition; (7) Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (8) Liens securing Indebtedness otherwise permitted to be incurred pursuant to clause under the provisions of Section 4.09 (c“Liens”) that limit the right of the second paragraph debtor to dispose of Sectionthe assets subject to such Liens; and (9) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, agreements relating to sale and leaseback transactions, stock sale agreements and other similar agreements entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers Borrower shall not, and shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (ai)(a) pay dividends or make any other distributions to the Borrower or any of its Restricted Subsidiaries (1) on its Capital Stock to the Issuers or any Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Issuers Borrower or any of their its Restricted Subsidiaries; , (bii) make loans or advances to the Issuers Borrower or any of their Subsidiaries; its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Issuers Borrower or any of their its Restricted Subsidiaries. However, the preceding foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of: of (a) agreements governing Existing Indebtedness as in effect on or Indebtedness under the date of this Indenture Senior Credit Facility, and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsreplacements or refinancings thereof; provided that such amendments, modifications, restatements, revisions or other modifications to those agreements; providedrenewals, however, that the amendmentsincreases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the applicable series of Existing Indebtedness or in the Senior Credit Facility, (b) encumbrances and restrictions applicable to any Unrestricted Subsidiary, as the same are in effect as of the date on which such Subsidiary becomes a Restricted Subsidiary, and as the same may be amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those agreements contained in the applicable series of Indebtedness of such Subsidiary as in effect on the date of this Indenture and do not increase the amount of the Indebtedness; (b) this Indenture and the Notes; on which such Subsidiary becomes a Restricted Subsidiary, (c) the Subordinated Note Indenture this Agreement and the Subordinated Term Notes; , (d) applicable law; , (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred, (f) by reason of customary non-assignment provisions in any contract leases or licensing agreement licenses entered into in the ordinary course of business and consistent with past practices; business, (fg) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (h) the provisions of agreements governing Indebtedness incurred pursuant to clause (iv) of the second paragraph of Section 4.9, (i) any agreement for the sale of a Restricted Subsidiary that restricts that Restricted Subsidiary pending its sale, (j) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (k) Liens permitted to be incurred pursuant to clause (c) the provisions of Section 4.12 that limit the right of the second paragraph debtor to transfer the assets subject to such Liens, (l) provisions with respect to the disposition or distribution of Sectionassets or property in joint venture agreements and other similar agreements and (m) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Issuers Company shall not, and shall not permit any of their Subsidiaries Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (a1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Issuers Company or any Subsidiariesother Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness liabilities owed to the Issuers Company or any of their Subsidiaries; other Restricted Subsidiary; (b2) make loans or advances advances, or guarantee any such loans or advances, to the Issuers Company or any of their Subsidiariesother Restricted Subsidiary; or or (c3) transfer any of its properties or assets to the Issuers Company or any of their Subsidiaries. However, the preceding other Restricted Subsidiary. (b) The restrictions set forth in paragraph (a) above shall not apply to encumbrances or restrictions existing under or by reason of: (a1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications to those agreementsrefinancings thereof; provided, however, that the such amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacement or other modifications refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements such Existing Indebtedness and Credit Facilities, as in effect on the date Issue Date; provided, further, however, that if such Existing Indebtedness or Credit Facility could not be amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced on commercially reasonable terms without the inclusion of this Indenture dividend and do not increase other payment restrictions that are materially more restrictive than those contained in such Existing Indebtedness or Credit Facility (as determined in good faith by the amount Board of Directors of the IndebtednessCompany), the Company or its Restricted Subsidiary may amend, modify, restate, renew, increase, supplement, refund, replace or refinance such Existing Indebtedness or Credit Facility, provided, that the dividend and other payment restrictions contained therein will not materially impair the Company’s ability to make payments on the Notes (as determined in good faith by the Board of Directors of the Company); (b2) this Indenture and the Notes; (c3) applicable law or any applicable rule, regulation or order, or under the Subordinated Note Indenture and the Subordinated Notesterms of any permit or license issued under applicable law or any applicable rule, regulation or order; (d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any Restricted Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was Incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable lawto any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred at the time of such acquisition; (e5) customary non-assignment provisions in any contract leases or licensing agreement other agreements that restrict the assignment of such agreements or rights or non-cash assets thereunder, including, without limitation, customary restrictions imposed on the transfer of intellectual property, in each case entered into in the ordinary course of business and consistent with past practicesbusiness; (f6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of paragraph (a) above; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided, however, that the dividend and other payment restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; provided, further, however, that if such Permitted Refinancing Indebtedness could not be entered into on commercially reasonable terms without the inclusion of dividend and other payment restrictions that are materially more restrictive than those contained in the existing Indebtedness (as determined in good faith by the Board of Directors of the Company), the Company or its Restricted Subsidiary may enter into such Permitted Refinancing Indebtedness, provided, that the dividend and other payment restrictions contained therein will not materially impair the Company’s ability to make payments on the Notes (as determined in good faith by the Board of Directors of the Company); (9) Liens securing Indebtedness that is permitted to be incurred secured without also securing the Notes pursuant to clause Section 4.11 hereof that limit the right of the debtor to dispose of the assets subject to any such Lien; (10) provisions with respect to the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (11) customary provisions in joint venture agreements, shareholders’ agreements and other similar agreements entered into in the ordinary course of business; (12) customary restrictions imposed by customers under contracts entered into in the ordinary course of business; (13) Non-Recourse Accounts Receivable Entity Indebtedness or other contractual requirements of an Accounts Receivable Entity in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Accounts Receivables Entity or the receivables which are subject to the Qualified Receivables Transaction; and (14) any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (a) the encumbrance or restriction applies only upon a payment or financial covenant default or event of default contained in such Indebtedness or agreement, (b) such encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings (as determined in good faith by the Board of Directors of the Company) and (c) such encumbrance or restriction will not materially impair the Company’s ability to make payments on the Notes (as determined in good faith by the Board of Directors of the second paragraph of SectionCompany).

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers On or prior to the Remarketing Settlement Date, the Company shall not, and shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (ai)(a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock to the Issuers or any Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Issuers Company or any of their its Restricted Subsidiaries; , (bii) make loans or advances to the Issuers Company or any of their Subsidiaries; its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Issuers Company or any of their its Restricted Subsidiaries. However, the preceding restrictions shall not apply to except for such encumbrances or restrictions existing under or by reason of: of (a) agreements governing Existing Indebtedness as in effect on the date Issue Date, (b) the Warehouse Facilities as in effect as of this Indenture the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsadditions, replacements or refinancings thereof; provided that such amendments, modifications, restatements, revisions or other modifications to those agreements; providedrenewals, however, that the amendmentsincreases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsadditions, restatements, revisions replacements or other modifications refinancings are no more restrictive, taken as a whole, restrictive with respect to such dividend and other payment restrictions than those contained in those agreements the Warehouse Facilities as in effect on the date Issue Date, (c) Indebtedness or other contractual requirements of this Indenture and do not increase the amount of the Indebtedness; a Special Purpose Subsidiary in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Special Purpose Subsidiary, (bd) this Indenture and the Notes; Debentures, (c) the Subordinated Note Indenture and the Subordinated Notes; (de) applicable law; , (ef) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (g) by reason of customary non-assignment provisions in any contract or licensing agreement leases entered into in the ordinary course of business and consistent with past practices; , (fh) purchase money obligations permitted to be incurred pursuant to for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (ciii) of above on the second paragraph of Sectionproperty so acquired, or (i) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers Borrower shall not, and shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: to (ai)(a) pay dividends or make any other distributions to the Borrower or any of its Restricted Subsidiaries (1) on its Capital Stock to the Issuers or any Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness indebtedness owed to the Issuers Borrower or any of their its Restricted Subsidiaries; , (bii) make loans or advances to the Issuers Borrower or any of their Subsidiaries; its Restricted Subsidiaries or (ciii) transfer any of its properties or assets to the Issuers Borrower or any of their its Restricted Subsidiaries. However, the preceding foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of: of (a) agreements governing Existing Indebtedness as in effect on the date of this Indenture hereof and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsreplacements or refinancings thereof; provided that such amendments, modifications, restatements, revisions or other modifications to those agreements; providedrenewals, however, that the amendmentsincreases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements the applicable series of Existing Indebtedness as in effect on the date of this Indenture and do not increase the amount of the Indebtedness; hereof, (b) this Indenture Indebtedness of any Restricted Subsidiary under any Credit Facility that is permitted to be incurred pursuant to Section 4.9 hereof; provided that such Credit Facility and Indebtedness contain only such encumbrances and restrictions on such Restricted Subsidiary's ability to engage in the Notes; activities set forth in clauses (i) through (iii) above as are, at the time such Credit Facility is entered into or amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced, ordinary and customary for a Credit Facility of that type as determined in the good faith judgment of the Board of Directors (and evidenced in a board resolution), which determination shall be conclusively binding, (c) encumbrances and restrictions applicable to any Unrestricted Subsidiary, as the Subordinated Note Indenture same are in effect as of the date on which such Subsidiary becomes a Restricted Subsidiary, and as the Subordinated Notes; same may be amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the applicable series of Indebtedness of such Subsidiary as in effect on the date on which such Subsidiary becomes a Restricted Subsidiary, (d) any Indebtedness incurred in compliance with Section 4.9 hereof or any agreement pursuant to which such Indebtedness is issued if the encumbrance or restriction applies only in the event of a payment default or default with respect to a financial covenant contained in the Indebtedness or agreement and the encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined by the Borrower) and the Borrower determines that any such encumbrance or restriction will not materially affect the Borrowers's ability to pay interest on or the principal of the Term Notes, (e) this Agreement, the Term Notes and the Exchange Note Indenture, (f) applicable law; , (eg) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred, (h) customary non-assignment provisions in any contract leases or licensing agreement licenses entered into in the ordinary course of business and consistent with past practices; business, (fi) purchase money obligations permitted to be incurred pursuant to clause (c) of for property acquired in the second paragraph of Sectionordinary course of

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Issuers shall Company will not, and shall will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (a1) pay dividends or make any other distributions on its Capital Stock to the Issuers Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Issuers Company or any of their Subsidiaries; its Restricted Subsidiaries (bit being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions paid on common stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock); (2) make loans or advances to the Issuers Company or any of their Subsidiariesits Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary shall not be deemed to be a restriction on the ability to make loans or advances); or (3) sell, lease or (c) transfer any of its properties or assets to the Issuers Company or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (a1) any encumbrance or restriction pursuant to an agreement as in effect at the date of this Indenture, including agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications to refinancings of those agreements; provided, however, provided that the amendments, restatements, modifications, renewals, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture and do not increase the amount of the IndebtednessIndenture; (b2) this Indenture Indenture, the Notes, the Note Guarantees, the Exchange Notes and the Note Guarantees in respect thereof, and the Senior Subordinated Indenture, the Senior Subordinated Notes, the Senior Subordinated Note Guarantees, the Exchange Senior Subordinated Notes and the Senior Subordinated Note Guarantees in respect thereof; (c3) the Subordinated Note Indenture and the Subordinated Notesapplicable law, rule, regulation or order; (d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable lawto any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of any such instrument by such Person; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in any such instrument on the date of acquisition; provided, further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (e5) customary non-encumbrances or restrictions (i) on the subletting, assignment provisions in or transfer of any property or asset that is subject to a lease, license or similar contract or licensing agreement that was entered into in the ordinary course of business and consistent with past practicesbusiness, or the assignment or transfer of any such lease, license or other contract, (ii) contained in mortgages, pledges or other security agreements permitted under this Indenture to secure Indebtedness of the Company or any of its Restricted Subsidiaries to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements, or (iii) pursuant to provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any of its Restricted Subsidiaries entered into in the ordinary course of business; (f6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3) hereof; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens permitted to be incurred pursuant to clause (c) under Section 4.12 hereof that limit the right of the second paragraph debtor to dispose of Sectionthe assets subject to such Liens; (10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets or property that are the subject of such agreements; (11) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, manufacturing alliance agreements and other similar agreements entered into in the ordinary course of business, so long as such encumbrances or restrictions are not applicable to any Person (or its property or assets) other than such joint venture or a Subsidiary thereof or the assets used exclusively in such manufacturing alliance, as applicable; (12) Indebtedness or other contractual requirements of a Receivables Entity or any Standard Securitization Undertakings, in each case in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entity, Receivables and Related Assets; and (13) restrictions on cash or other deposits or net worth under leases or other contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers shall (a) Holdings will not, and shall will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (a1) pay dividends or make any other distributions on its Capital Stock to the Issuers Holdings or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Issuers Holdings or any of their Subsidiaries; its Restricted Subsidiaries (bit being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); (2) make loans or advances to the Issuers Holdings or any of their its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to Holdings or any Restricted Subsidiary to other Indebtedness incurred by Holdings or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances or to pay any indebtedness owed to Holdings or any of its Restricted Subsidiaries); or (3) sell, lease or (c) transfer any of its properties or assets to the Issuers Holdings or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.09(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (a1) agreements governing Existing Indebtedness Indebtedness, Credit Facilities (including the Credit Agreement) or any other agreements as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications to refinancings of those agreements; provided, however, provided that the amendments, restatements, modifications, renewals, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacement or other modifications refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture and do not increase the amount of the IndebtednessIndenture; (b2) this Indenture Indenture, the Notes and the NotesNote Guarantees; (c3) the Subordinated Note Indenture and the Subordinated Notesapplicable law, rule, regulation or order; (d4) any instrument governing Indebtedness or Capital Stock, or any other agreement, of a Person acquired by Holdings or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred, or such other agreement if entered into, in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable lawto any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (e5) customary non-assignment provisions in any contract or licensing agreement contracts, leases, conveyances and licenses entered into in the ordinary course of business and consistent with past practicesbusiness; (f6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.09(a) hereof; (7) any agreement for the sale or other disposition of a Restricted Subsidiary or assets of a Restricted Subsidiary that restricts transfers or other distributions by that Restricted Subsidiary pending the sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens permitted to be incurred under the provisions of Section 4.13 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (10) in the case of non-Domestic Restricted Subsidiaries, restrictions under instruments governing Indebtedness incurred pursuant to clause the Section 4.10 hereof; (c11) Indebtedness of any Person existing at the time such Person is merged with or into or became a Restricted Subsidiary of Holdings or any of its Restricted Subsidiaries, provided that, (x) such restrictions were not incurred in contemplation of such acquisition and (y) such Indebtedness was permitted to be incurred by the terms hereof; (12) any encumbrances or restrictions imposed by any amendments or refinancings of the second paragraph contracts, instruments or obligations referred to in clauses (1) through (11) above; provided that such amendments or refinancings are, in the good faith judgment of SectionHoldings’s Board of Directors, not more materially restrictive, taken as a whole, with respect to such encumbrances and restrictions than those prior to such amendment or refinancing; (13) provisions that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (14) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of Holdings’ Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (15) restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; and (16) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary; (17) restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings (as determined in good faith by Holding’s Board of Directors), and that Holdings determines in good faith will not materially impair the Company’s ability to make scheduled payments as required under the notes; and (18) restrictions arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of Holdings or any Restricted Subsidiary in any manner material to Holdings or any Restricted Subsidiary.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers Company shall not, and shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (a1) pay dividends or make any other distributions to the Company on its Capital Stock to the Issuers or any Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, profits (it being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to the Common Stock shall not be deemed a restriction on the ability to make dividends on the Capital Stock); (2) pay any Indebtedness indebtedness owed to the Issuers Company or any Restricted Subsidiary (it being understood that the subordination of their Subsidiaries; loans or advances by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); (b3) make loans or advances to the Issuers Company or any of their SubsidiariesRestricted Subsidiary; or or (c4) transfer any of its properties or assets to the Issuers Company or any of their SubsidiariesRestricted Subsidiary. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (a1) agreements governing Existing Indebtedness as in effect on the date of this Indenture Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsreplacements or refinancings thereof; provided that either (i) such amendments, modifications, restatements, revisions or other modifications to those agreements; providedrenewals, however, that the amendmentsincreases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the applicable series of Existing Indebtedness as in effect on the Issue Date or (ii) the Company determines that any such encumbrance or restriction will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes (which determination shall be made in the good faith judgment of the Company’s Board of Directors (and evidenced by a board resolution), which determination shall be conclusively binding); (2) Indebtedness of any Restricted Subsidiary under any Credit Facility that is permitted to be incurred or outstanding pursuant to Section 4.08; provided that such Credit Facility and Indebtedness contain only such encumbrances and restrictions on such Restricted Subsidiary’s ability to engage in the activities set forth in clauses (1) through (4) of the preceding paragraph as are, at the time such Credit Facility is entered into or amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced, ordinary and customary for a Credit Facility of that type as determined in the good faith judgment of the Company’s Board of Directors (and evidenced in a board resolution), which determination shall be conclusively binding; (3) encumbrances and restrictions applicable to any Unrestricted Subsidiary, as the same are in effect as of the date on which the Subsidiary becomes a Restricted Subsidiary, and as the same may be amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to the dividend and other payment restrictions than those agreements contained in the applicable series of Indebtedness of such Subsidiary as in effect on the date of this Indenture and do not increase the amount of the Indebtednesson which such Subsidiary becomes a Restricted Subsidiary; (b4) any Indebtedness incurred in compliance with Section 4.08 or any agreement pursuant to which such Indebtedness is issued if the encumbrance or restriction applies only in the event of a payment default or default with respect to a financial covenant contained in the Indebtedness or agreement and the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Company) and the Company determines that any such encumbrance or restriction will not materially affect the Company’s ability to pay interest or principal on the Notes; (5) this Indenture and the NotesParent Guarantee (including the Exchange Notes and the Parent Guarantee thereof); (c6) the Subordinated Note Indenture and the Subordinated Notesencumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; (d7) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time that Person is acquired by the Company (except to the extent the Indebtedness was incurred in connection with or in contemplation of the acquisition), which encumbrance or restriction is not applicable lawto any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, the Indebtedness was permitted by the terms of this Indenture to be incurred, and provided further that any such encumbrance or restriction shall not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property so acquired; (e) 8) customary non-assignment provisions in any contract leases, licenses, easements or licensing agreement similar arrangements entered into in the ordinary course of business and consistent with past practicesbusiness; (f9) purchase money obligations for property acquired in the ordinary course of business of the nature described in clause (4) in the second paragraph of Section 4.08 on the property so acquired or under Excluded Capital Lease Obligations with respect to the property subject thereto; (10) any agreement for the sale of a Restricted Subsidiary that restricts that Restricted Subsidiary pending its sale; (11) Permitted Refinancing Indebtedness, provided that either (i) the restrictions contained in the agreements governing the Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced or (ii) the Company determines that any such encumbrance or restriction will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes (which determination shall be made in the good faith judgment of the Company’s Board of Directors (and evidenced by a board resolution), which determination shall be conclusively binding); (12) Liens permitted to be incurred pursuant to the provisions of Section 4.09 that limit the right of the debtor to transfer the assets subject to such Liens; (13) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements or arrangements; (14) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (15) Indebtedness permitted to be incurred pursuant to clause (c14) of Section 4.08; provided, that the second paragraph Company determines that any such encumbrance or restriction will not materially affect the Company’s ability to pay interest or principal, when due, on the Notes (which determination shall be made in the good faith judgment of Sectionthe Company’s Board of Directors (and evidenced by a board resolution), which determination shall be conclusively binding.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Issuers Company shall not, and shall not permit any of their Subsidiaries Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (a1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Issuers Company or any Subsidiariesother Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness liabilities owed to the Issuers Company or any of their Subsidiaries; other Restricted Subsidiary; (b2) make loans or advances advances, or guarantee any such loans or advances, to the Issuers Company or any of their Subsidiariesother Restricted Subsidiary; or or (c3) transfer any of its properties or assets to the Issuers Company or any of their Subsidiaries. However, the preceding other Restricted Subsidiary. (b) The restrictions set forth in paragraph (a) above shall not apply to encumbrances or restrictions existing under or by reason of: (a1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture January 17, 2006 and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications to those agreementsrefinancings thereof; provided, however, that the such amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacement or other modifications refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness and Credit Facilities, as in effect on January 17, 2006; provided, further, however, that if such Existing Indebtedness or Credit Facility could not be amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced on commercially reasonable terms without the inclusion of dividend and other payment restrictions that are materially more restrictive than those agreements contained in such Existing Indebtedness or Credit Facility (as determined in good faith by the Board of Directors of the Company), the Company or its Restricted Subsidiary may amend, modify, restate, renew, increase, supplement, refund, replace or refinance such Existing Indebtedness or Credit Facility, provided, that the dividend and other payment restrictions contained therein will not materially impair the Company’s ability to make payments on the date Notes (as determined in good faith by the Board of this Indenture and do not increase the amount Directors of the IndebtednessCompany); (b2) this Indenture and the Notes; (c3) applicable law or any applicable rule, regulation or order, or under the Subordinated Note Indenture and the Subordinated Notesterms of any permit or license issued under applicable law or any applicable rule, regulation or order; (d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any Restricted Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was Incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable lawto any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred at the time of such acquisition; (e5) customary non-assignment provisions in any contract leases or licensing agreement other agreements that restrict the assignment of such agreements or rights or non-cash assets thereunder, including, without limitation, customary restrictions imposed on the transfer of intellectual property, in each case entered into in the ordinary course of business and consistent with past practicesbusiness; (f6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of paragraph (a) above; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided, however, that the dividend and other payment restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; provided, further, however, that if such Permitted Refinancing Indebtedness could not be entered into on commercially reasonable terms without the inclusion of dividend and other payment restrictions that are materially more restrictive than those contained in the existing Indebtedness (as determined in good faith by the Board of Directors of the Company), the Company or its Restricted Subsidiary may enter into such Permitted Refinancing Indebtedness, provided, that the dividend and other payment restrictions contained therein will not materially impair the Company’s ability to make payments on the Notes (as determined in good faith by the Board of Directors of the Company); (9) Liens securing Indebtedness that is permitted to be incurred secured without also securing the Notes pursuant to clause Section 4.11 hereof that limit the right of the debtor to dispose of the assets subject to any such Lien; (10) provisions with respect to the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (11) customary provisions in joint venture agreements, shareholders’ agreements and other similar agreements entered into in the ordinary course of business; (12) customary restrictions imposed by customers under contracts entered into in the ordinary course of business; (13) Non-Recourse Accounts Receivable Entity Indebtedness or other contractual requirements of an Accounts Receivable Entity in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Accounts Receivables Entity or the receivables which are subject to the Qualified Receivables Transaction; and (14) any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (a) the encumbrance or restriction applies only upon a payment or financial covenant default or event of default contained in such Indebtedness or agreement, (b) such encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings (as determined in good faith by the Board of Directors of the Company) and (c) such encumbrance or restriction will not materially impair the Company’s ability to make payments on the Notes (as determined in good faith by the Board of Directors of the second paragraph of SectionCompany).

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers shall not, and shall not permit any of their Subsidiaries to, directly Directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to: : (a) pay dividends or make any other distributions on or in respect of its Capital Stock Equity Interests to the Issuers Borrower or any SubsidiariesSubsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuers Borrower or any of their Subsidiaries; other Subsidiary; (b) make any loans or advances to the Issuers Borrower or any of their Subsidiaries; or other Subsidiary; (c) transfer any of its properties or assets to the Issuers Borrower or any of their Subsidiariesother Subsidiary; or (d) guarantee the Borrower’s or any Subsidiary’s Indebtedness. However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of: (ai) this Agreement; (ii) the Existing Credit Agreement or the Existing Indenture and any other agreements governing Existing Indebtedness as in effect on the date Closing Date or subsequent agreements relating to such Indebtedness of this Indenture the Borrower or any Subsidiary and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications to refinancings of those agreements; provided, however, provided that the amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture and do not increase Closing Date unless in the amount good faith determination of the IndebtednessBoard of Directors, such restrictions are not likely to result in the Borrower being unable to make scheduled payments of principal and interest hereunder as they come due; (biii) this Indenture applicable law, rules, regulations and the Notesorders; (civ) any instrument governing Indebtedness or Equity Interests of a Person acquired by the Subordinated Note Indenture and Borrower or any Subsidiary as in effect at the Subordinated Notestime of such acquisition (except to the extent such Indebtedness or Equity Interests was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred; (d) applicable law; (ev) customary non-assignment provisions in contracts, licenses and leases entered into in the ordinary course of business; (vi) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (c) of this Section 6.05; (vii) any contract agreement for the sale or licensing agreement other disposition of a Subsidiary or all or substantially all of its assets that restricts distributions of assets by, or Equity Interests of, that Subsidiary pending its sale or other disposition; (viii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (ix) Liens permitted to be incurred under Section 6.03 that limit the right of the debtor to dispose of the assets subject to such Liens; (x) restrictions on cash or other deposits or net worth imposed by customers (including governmental entities) under contracts entered into in the ordinary course of business; (xi) provisions limiting the disposition or distribution of assets or property in joint venture agreements, Asset Sale agreements, sale and leaseback transactions, stock sale agreements; (xii) and other similar agreements entered into in the ordinary course of business and consistent or with past practicesthe approval of the Borrower’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (fxiii) purchase money obligations any encumbrance or restriction on the Borrower’s ability or the ability of any Subsidiary to transfer its interest in any Investment not prohibited by Section 6.02 hereof; (xiv) customary restrictions imposed on the transfer of, or in licenses related to, copyrights, patents or other intellectual property and contained in agreements entered into in the ordinary course of business; (xv) any other agreement governing Indebtedness or Disqualified Equity Interests entered into after the Closing Date that contains encumbrances and restrictions that are not more restrictive than would be permitted by clause (ii) of this paragraph; (xvi) restrictions created in connection with any Qualified Securitization Financing that, in the good faith determination of the Board of Directors of the Borrower, are necessary or advisable to be incurred effect such Qualified Securitization Financing; and (xvii) agreements pursuant to clause (c) any tax sharing arrangement between the Borrower and any one or more of direct or indirect Subsidiaries of the second paragraph of SectionBorrower.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Issuers Company shall not, and shall not permit any of their Subsidiaries Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (a1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Issuers Company or any Subsidiariesother Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness liabilities owed to the Issuers Company or any of their Subsidiaries; other Restricted Subsidiary; (b2) make loans or advances advances, or guarantee any such loans or advances, to the Issuers Company or any of their Subsidiariesother Restricted Subsidiary; or or (c3) transfer any of its properties or assets to the Issuers Company or any of their Subsidiaries. However, the preceding other Restricted Subsidiary. (b) The restrictions set forth in paragraph (a) above shall not apply to encumbrances or restrictions existing under or by reason of: (a1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture January 17, 2006 and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications to those agreementsrefinancings thereof; provided, however, that the such amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacement or other modifications refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such Existing Indebtedness and Credit Facilities, as in effect on January 17, 2006; provided, further, however, that if such Existing Indebtedness or Credit Facility could not be amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced on commercially reasonable terms without the inclusion of dividend and other payment restrictions that are materially more restrictive than those agreements contained in such Existing Indebtedness or Credit Facility (as determined in good faith by the Board of Directors of the Company), the Company or its Restricted Subsidiary may amend, modify, restate, renew, increase, supplement, refund, replace or refinance such Existing Indebtedness or Credit Facility, provided, that the dividend and other payment restrictions contained therein will not materially impair the Company's ability to make payments on the date Notes (as determined in good faith by the Board of this Indenture and do not increase the amount Directors of the IndebtednessCompany); (b2) this Indenture and the Notes; (c3) applicable law or any applicable rule, regulation or order, or under the Subordinated Note Indenture and the Subordinated Notesterms of any permit or license issued under applicable law or any applicable rule, regulation or order; (d4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any Restricted Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was Incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable lawto any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred at the time of such acquisition; (e5) customary non-assignment provisions in any contract leases or licensing agreement other agreements that restrict the assignment of such agreements or rights or non-cash assets thereunder, including, without limitation, customary restrictions imposed on the transfer of intellectual property, in each case entered into in the ordinary course of business and consistent with past practicesbusiness; (f6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of paragraph (a) above; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided, however, that the dividend and other payment restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; provided, further, however, that if such Permitted Refinancing Indebtedness could not be entered into on commercially reasonable terms without the inclusion of dividend and other payment restrictions that are materially more restrictive than those contained in the existing Indebtedness (as determined in good faith by the Board of Directors of the Company), the Company or its Restricted Subsidiary may enter into such Permitted Refinancing Indebtedness, provided, that the dividend and other payment restrictions contained therein will not materially impair the Company's ability to make payments on the Notes (as determined in good faith by the Board of Directors of the Company); (9) Liens securing Indebtedness that is permitted to be incurred secured without also securing the Notes pursuant to clause Section 4.11 hereof that limit the right of the debtor to dispose of the assets subject to any such Lien; (10) provisions with respect to the disposition or distribution of assets or property in asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (11) customary provisions in joint venture agreements, shareholders' agreements and other similar agreements entered into in the ordinary course of business; (12) customary restrictions imposed by customers under contracts entered into in the ordinary course of business; (13) Non-Recourse Accounts Receivable Entity Indebtedness or other contractual requirements of an Accounts Receivable Entity in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Accounts Receivables Entity or the receivables which are subject to the Qualified Receivables Transaction; and (14) any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (a) the encumbrance or restriction applies only upon a payment or financial covenant default or event of default contained in such Indebtedness or agreement, (b) such encumbrance or restriction is not materially more disadvantageous to the Holders than is customary in comparable financings (as determined in good faith by the Board of Directors of the Company) and (c) such encumbrance or restriction will not materially impair the Company's ability to make payments on the Notes (as determined in good faith by the Board of Directors of the second paragraph of SectionCompany).

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers shall Company will not, and shall will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (i) (a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock to the Issuers or any Subsidiaries, or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any Indebtedness or other liabilities owed to the Issuers Company or any of their its Restricted Subsidiaries; , (bii) make loans or advances to the Issuers Company or any of their its Restricted Subsidiaries; or , or (ciii) transfer any of its properties or assets to the Issuers Company or any of their its Restricted Subsidiaries. However, the preceding foregoing restrictions shall will not apply to encumbrances or restrictions existing under or by reason of: (a) agreements governing Existing Indebtedness as in effect on the date Issue Date, (b) the Credit Agreement and Permitted Bonding Obligations as in effect as of this Indenture the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsreplacements or refinancings, provided that any amendments, modifications, restatements, revisions or other modifications to those agreements; providedrenewals, however, that the amendmentsincreases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacement or other modifications refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those the Credit Agreement or in agreements with respect to Permitted Bonding Obligations, as applicable, as in effect on the date of this Indenture and do not increase the amount of the Indebtedness; (b) this Indenture and the Notes;Issue Date, (c) this Indenture, the Subordinated Note Indenture Notes and the Subordinated Notes;Guarantees, (d) applicable law;, rule, regulation or order, (e) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of acquisition (except to the extent the Indebtedness was incurred in connection with or in contemplation of the acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, the Indebtedness was permitted by the terms of this Indenture to be incurred, (f) customary non-assignment provisions in any contract leases, licenses, charters or licensing agreement other similar agreements entered into in the ordinary course of business and consistent with past practicesbusiness; (fg) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) of the first paragraph of this Section 4.13 on the property so acquired, (h) any agreement for the sale of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale, (i) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, (j) secured Indebtedness otherwise permitted to be incurred pursuant to clause the provisions of Section 4.09 and Section 4.11 that limits the right of the debtor to dispose of the assets (including any insurance, leases and charters relating to such assets, and any proceeds thereof) securing the Indebtedness, (k) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business, (l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (m) mortgage, construction, purchase money or similar financings that impose restrictions on the transfer of the property acquired, constructed repaired or improved, (n) encumbrances or restrictions imposed by amendments to the contracts, agreements or obligations referred to in the foregoing clauses (a), (c), (e), (f), (g), (h), (j), (k), (l) and (m), provided that the amendments are not materially more restrictive than the agreement so amended, (o) any other agreement, instrument or document relating to Indebtedness hereafter in effect, provided, that the terms and conditions of such encumbrances or restrictions are not materially more restrictive taken as a whole than those encumbrances or restrictions imposed in connection with the second paragraph of SectionCredit Agreement as in effect on the Issue Date (which may result in encumbrances or restrictions upon a Restricted Subsidiary so long as such encumbrances or restrictions are not materially more restrictive taken as a whole than the comparable restriction that is applicable to the Company), or (p) encumbrances or restrictions contained in any Indebtedness incurred by a Foreign Subsidiary that apply only to such Foreign Subsidiary.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers Stater Bros. shall not, and shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction of any kind: (i) on the ability of any Restricted Subsidiary to: (aA) pay dividends or make any other distributions on its Capital Stock to the Issuers Stater Bros. or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Issuers Stater Bros. or any of their its Restricted Subsidiaries; (bB) make loans or advances to the Issuers Stater Bros. or any of their its Restricted Subsidiaries; or (cC) transfer any of its their respective properties or assets to the Issuers Stater Bros. or any of their its Restricted Subsidiaries; (ii) on the ability of Stater Bros. or any of its Restricted Subsidiaries to receive or retain any such: (A) dividends, payments or distributions, (B) loans or advances, or (C) transfer of property (any such restriction being referred to herein as a "Payment Restriction"). However, the restrictions in the preceding restrictions paragraph shall not apply to encumbrances or restrictions existing under or by reason of: : (ai) agreements governing Existing Indebtedness as in effect on as of the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsreplacements or refinancings thereof (provided that such amendments, modifications, restatements, revisions or other modifications to those agreements; providedrenewals, however, that the amendmentsincreases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacement or other modifications refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements such Existing Indebtedness, as in effect on the date of this Indenture Indenture) or any provisions of any articles of incorporation or certificate of incorporation with respect to Stater Bros. or any Restricted Subsidiary (including without limitation the rights, preferences and do not increase the amount privileges of any class or series of preferred stock included therein) in effect as of the Indebtedness; date of this Indenture; (bii) this Indenture and the Notes; ; (c) the Subordinated Note Indenture and the Subordinated Notes; (diii) applicable law; ; (eiv) any instrument governing Indebtedness or Capital Stock of a Person acquired by Stater Bros. or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (v) customary non-assignment provisions in any contract or licensing agreement leases and other contracts entered into in the ordinary course of business and consistent with past practices; business; (fvi) purchase money obligations permitted to be incurred pursuant to for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (cC) ---------- of the second paragraph preceding paragraph; (vii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (viii) the Revolving Credit Facility; (ix) Liens securing Indebtedness that limit the right of Sectionthe debtor to dispose of the assets subject to such Lien; and (x) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Issuers Issuer shall not, and shall will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (a1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Issuers Issuer or any Subsidiaries, of its Restricted Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Issuers Issuer or any of their its Restricted Subsidiaries; provided, however, that the priority that any series of preferred securities of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common securities of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Equity Interests for purposes of this covenant so long as the terms of such preferred securities do not expressly restrict the ability of such Restricted Subsidiary to pay dividends or make distributions on its Equity Interests; (b2) make loans or advances to the Issuers Issuer or any of their Subsidiariesits Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Issuer or any Restricted Subsidiary to other Indebtedness incurred by the Issuer or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (3) sell, lease or (c) transfer any of its properties or assets to the Issuers Issuer or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (a1) agreements governing Existing Indebtedness as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings of those agreements or the Indebtedness to those agreementswhich they relate; provided, however, provided that the amendments, restatements, modifications, renewals, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in those agreements on the date of this Indenture and do not increase the amount of the IndebtednessIndenture; (b2) this Indenture Indenture, the Notes and the NotesNote Guarantees; (c3) the Subordinated Note Indenture and the Subordinated Notesapplicable law, rule, regulation or order; (d4) any instrument governing Indebtedness or Equity Interests of a Person acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable lawto any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, however, that, in the case of Indebtedness, the incurrence thereof was otherwise permitted by the terms of this Indenture; (e5) customary non-assignment provisions in any contract contracts for purchase, gathering, processing, fractionating, sale, transportation or licensing agreement exchange of crude oil, natural gas liquids, condensate and natural gas, natural gas storage agreements, transportation agreements or purchase and sale or exchange agreements, pipeline or terminalling agreements, or similar operational agreements or in licenses, leases, rights-of-way, easements or servitudes, in each case entered into in the ordinary course of business and consistent with past practicesbusiness; (f6) purchase money obligations for property acquired in the ordinary course of business and Finance Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3) hereof; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) the Spin-Off Documents; (10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, buy/sell agreements and other similar agreements entered into in the ordinary course of business; (12) any agreement or instrument relating to any property or assets acquired after the date hereof, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions; (13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (14) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was incurred if either (a) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or (b) the Issuer determines that any such encumbrance or restriction will not materially affect the Issuer’s ability to make principal or interest payments on the Notes, as determined in good faith by the Board of Directors of the Issuer, whose determination shall be conclusive; and (15) any other agreement governing Indebtedness of the Issuer or any Restricted Subsidiary that is permitted to be incurred pursuant to clause (c) Section 4.09 hereof; provided, however, that such encumbrances or restrictions are not materially more restrictive, taken as a whole, than those contained in this Indenture or the credit agreement that will govern the New Senior Secured Credit Facilities as it exists on the date of the second paragraph of SectionSpin-Off.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers Trust shall not, and shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (a1) pay dividends or make any other distributions on its Capital Stock to the Issuers Trust or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuers Trust or any of their its Restricted Subsidiaries; ; (b2) make loans or advances to the Issuers Trust or any of their its Restricted Subsidiaries; or or (c3) transfer any of its properties or assets to the Issuers Trust or any of their its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (a1) agreements governing Existing Indebtedness as in effect on the date of this Indenture Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsreplacements or refinancings thereof, provided that such amendments, modifications, restatements, revisions or other modifications to those agreements; providedrenewals, however, that the amendmentsincreases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements such Existing Indebtedness, as in effect on the date of this Indenture and do not increase the amount of the IndebtednessIssue Date; (b2) this Indenture Credit Facilities, provided that such Credit Facilities are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the NotesCredit Agreement as in effect on the Issue Date; (c3) this Indenture, the Subordinated Note Indenture Notes and the Subordinated NotesSubsidiary Guarantees; (d4) applicable law; (e5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Trust or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (6) customary non-assignment provisions in any contract or licensing agreement leases entered into in the ordinary course of business and consistent with past practices; (f7) purchase money obligations permitted to be incurred pursuant to for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (c3) of the second paragraph preceding paragraph; (8) any agreement for the sale or other disposition of Sectiona Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (9) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien; (11) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (13) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary; and (14) Indebtedness incurred by a Restricted Subsidiary that is not a Guarantor in compliance with Section 4.10 hereof.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers shall (a) TransMontaigne Partners will not, and shall will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (a1) pay dividends or make any other distributions on its Capital Stock Equity Interests to the Issuers TransMontaigne Partners or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Issuers TransMontaigne Partners or any of their its Restricted Subsidiaries; provided that priority of any preferred equity or similar Equity Interest in receiving dividends or liquidating distributions prior to the payment of dividends or liquidating distributions on common equity shall not be deemed to be a restriction on the ability to make distributions on Capital Stock so long as the terms of such preferred equity do not expressly restrict the ability of such Restricted Subsidiary to pay dividends or make distributions on its Equity Interests; (b2) make loans or advances to the Issuers TransMontaigne Partners or any of their its Restricted Subsidiaries; or (3) sell, lease or (c) transfer any of its properties or assets to the Issuers TransMontaigne Partners or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 5.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (a1) agreements governing Existing Indebtedness as in effect on the date of this Indenture Issue Date and any amendments, restatements, modifications, renewals, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings of those agreements or the Indebtedness to those agreementswhich they relate; provided, however, provided that the amendments, restatements, modifications, renewals, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsreplacements or refinancings are not, restatementsin the good faith judgment of an Officer of the General Partner, revisions or other modifications are no materially more restrictive, taken as a whole, with respect to such dividend dividend, distribution and other payment restrictions than those contained in those agreements on the date of this Indenture and do not increase the amount of the IndebtednessIssue Date; (2) this Indenture, the Notes and the Note Guarantees; (3) agreements governing other Indebtedness permitted to be incurred under the provisions of the covenant described above under Section 5.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are in the good faith judgment of an Officer of the General Partner, either (a) not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees or (b) this Indenture and not reasonably likely to have a material adverse effect on the ability of the Issuers to make required payments on the Notes; (c4) the Subordinated Note Indenture and the Subordinated Notesapplicable law, rule, regulation or order; (d5) any instrument governing Indebtedness or Equity Interest of a Person acquired by TransMontaigne Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interest was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable lawto any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (e6) customary non-assignment provisions in any contract transportation agreements or licensing agreement purchase and sale or exchange agreements, pipeline and terminals agreements, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business and consistent with past practicesbusiness; (f7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 5.08(a) hereof; (8) any agreement (a) for the sale or other disposition of a Restricted Subsidiary that contains any such restrictions on that Restricted Subsidiary pending its sale or other disposition or (b) for the sale or other disposition of a particular asset or line of business of a Restricted Subsidiary that imposes restrictions on assets subject to any agreement of the nature described in clause (3) of the preceding paragraph; (9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Liens permitted to be incurred pursuant to clause (c) under the provisions of Section 5.12 hereof that limit the right of the second paragraph debtor to dispose of Sectionthe assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business, which limitation is applicable only to those assets or property that are the subject of such agreements; (12) any agreement or instrument relating to any property or assets acquired after the Issue Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions; (13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (14) encumbrances or restrictions contained in, or in respect of, Hedging Obligations permitted under this Indenture from time to time.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Issuers shall not, and Parent Company shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (ai) pay dividends or make any other distributions on its Capital Stock or pay Indebtedness to the Issuers Parent Company or any of the Parent Company’s Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Issuers Parent Company or any of their the Parent Company’s Restricted Subsidiaries; ; (bii) make loans or advances to the Issuers Parent Company or any of their SubsidiariesRestricted Subsidiary; or or (ciii) transfer any of its properties or assets to the Issuers Parent Company or any of their Subsidiaries. Restricted Subsidiary. (b) However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of: (ai) agreements governing Existing Indebtedness (including, without limitation, agreements governing the ABL Facility, the Senior Priority Notes, the Junior Priority Notes and the Unsecured Notes) and other contractual encumbrances or restrictions in each case as in effect on the date of this Indenture Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications to refinancings of those agreements; provided, however, provided that the amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsreplacements or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in those agreements on the Issue Date (as determined in good faith by the Parent Company); (ii) the Note Purchase Documents; (iii) applicable law, rule, regulation or order; (iv) any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired by the Parent Company or any Restricted Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Note Purchase Documents to be incurred and any amendments, modifications, restatements, revisions renewals, increases, supplements, refundings, replacements or other modifications refinancings of any such agreement or instrument, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend encumbrances and other payment restrictions than those contained in those agreements and instruments on the date of this Indenture such acquisition; (v) purchase money obligations for property acquired in the ordinary course of business and do Capital Lease Obligations that impose restrictions on the property purchased or leased; (vi) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions, loans, advances or asset transfers by that Restricted Subsidiary pending its sale or other disposition; (vii) Permitted Refinancing Indebtedness; provided, however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not increase materially more restrictive, taken as a whole, than those contained in the amount agreements governing the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded (as determined in good faith by the Parent Company); (viii) any agreement or instrument relating to any Indebtedness permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.8 hereof (i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Noteholders than the encumbrances and restrictions contained in the Note Purchase Documents (as determined in good faith by the Parent Company), or (ii) if such encumbrance or restriction is not materially more disadvantageous to the Noteholders than is customary in comparable financings (as determined in good faith by the Parent Company) and either (x) the Parent Company determines in good faith that such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness; (bix) this Indenture and Liens securing Indebtedness otherwise permitted to be incurred under Section 4.9 hereof that limit the Notesright of the debtor to dispose of the assets subject to such Liens; (cx) provisions with respect to the Subordinated Note Indenture disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the Subordinated Notesordinary course of business; (dxi) applicable lawin the case of clause (iii) of Section 4.10(a) hereof, encumbrances or restrictions: (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset; (eB) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Parent Company or any Restricted Subsidiary not otherwise prohibited by the Note Purchase Documents, or (C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Parent Company or any Restricted Subsidiary in any manner material to the Parent Company or any Restricted Subsidiary; (xii) customary restrictions on such loans, advances or transfers contained in agreements governing Permitted Investments properly made in accordance with the provisions of the Note Purchase Documents; (xiii) customary non-assignment provisions in any contract or licensing agreement leases, licenses and other commercial agreements entered into in the ordinary course of business and consistent with past practices;business; and (fxiv) purchase money obligations permitted to be incurred pursuant to clause (c) restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of the second paragraph of Sectionbusiness.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers Trust shall not, and shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (a1) pay dividends or make any other distributions on its Capital Stock to the Issuers Trust or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuers Trust or any of their its Restricted Subsidiaries; ; (b2) make loans or advances to the Issuers Trust or any of their its Restricted Subsidiaries; or or (c3) transfer any of its properties or assets to the Issuers Trust or any of their its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (a1) agreements governing Existing Indebtedness as in effect on the date of this Indenture Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsreplacements or refinancings thereof, provided that such amendments, modifications, restatements, revisions or other modifications to those agreements; providedrenewals, however, that the amendmentsincreases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacement or other modifications refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements such Existing Indebtedness, as in effect on the date of this Indenture and do not increase the amount of the IndebtednessIssue Date; (b2) this Indenture Credit Facilities, provided that such Credit Facilities are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the NotesCredit Agreement as in effect on the Issue Date; (c3) this Indenture, the Subordinated Note Indenture Notes and the Subordinated NotesSubsidiary Guarantees; (d4) applicable law; (e5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Trust or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (6) customary non-assignment provisions in any contract or licensing agreement leases entered into in the ordinary course of business and consistent with past practices; (f7) purchase money obligations permitted to be incurred pursuant to for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (c3) of the second paragraph preceding paragraph; (8) any agreement for the sale or other disposition of Sectiona Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (9) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien; (11) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (13) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to such Receivables Subsidiary; and (14) Indebtedness incurred by a Restricted Subsidiary that is not a Guarantor in compliance with Section 4.10 hereof.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers Company shall not, and shall not permit any of their Subsidiaries Guarantor to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary Guarantor to: (ai) pay dividends or make any other distributions on its Capital Stock to the Issuers Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Issuers Company or any of their its Restricted Subsidiaries; (bii) make loans or advances to the Issuers Company or any of their its Restricted Subsidiaries; or (ciii) transfer any of its properties or assets to the Issuers Company or any of their its Restricted Subsidiaries. However, the preceding restrictions shall will not apply to encumbrances or restrictions existing under or by reason of: : (a) agreements governing Existing Indebtedness as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsreplacements or refinancings thereof, provided that such amendments, modifications, restatements, revisions or other modifications to those agreements; providedrenewals, however, that the amendmentsincreases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacement or other modifications refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements such Existing Indebtedness, as in effect on the date of this Indenture and do not increase the amount of the Indebtedness; Indenture; (b) this Indenture Indenture, the Notes and the Notes; Note Guarantees; (c) the Subordinated Note Indenture and the Subordinated Notes; applicable law; (d) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable law; to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (e) customary non-assignment provisions in any contract or licensing agreement leases entered into in the ordinary course of business and consistent with past practices; ; (f) purchase money obligations permitted to be incurred pursuant to for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (ciii) of the second paragraph preceding paragraph; (g) any agreement for the sale or other disposition of Sectiona Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (h) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (i) Permitted Liens that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Permitted Lien; (j) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; and (k) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Dividend and Other Payment Restrictions Affecting Subsidiaries. (a) The Issuers shall Company will not, and shall will not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: : (a1) pay dividends or make any other distributions on its Capital Stock to the Issuers Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness indebtedness owed to the Issuers Company or any of their Subsidiaries; its Restricted Subsidiaries (bit being understood that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions paid on common stock shall not be deemed to be a restriction on the ability to make distributions on Capital Stock); (2) make loans or advances to the Issuers Company or any of their Subsidiariesits Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary shall not be deemed to be a restriction on the ability to make loans or advances); or (3) sell, lease or (c) transfer any of its properties or assets to the Issuers Company or any of their its Restricted Subsidiaries. However, the preceding . (b) The restrictions shall in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (a1) any encumbrance or restriction pursuant to an agreement as in effect at the Issue Date, including agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture Issue Date and any amendments, restatements, modifications, renewals, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications to refinancings of those agreements; provided, however, provided that the amendments, restatements, modifications, renewals, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings are no not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date; (2) any encumbrance or restriction pursuant to any agreement governing other Indebtedness permitted to be incurred under Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such encumbrances and restrictions are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those permitted by clause (1) of this Section 4.08(b); (3) this Indenture, the Notes, the Note Guarantees, and the Senior Subordinated Indenture, the Senior Subordinated Notes, and the Senior Subordinated Note Guarantees; (4) applicable law, rule, regulation or order; (5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of any such instrument by such Person; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than those contained in any such instrument on the date of acquisition; provided further that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture and do not increase the amount of the Indebtednessto be incurred; (b) this Indenture and the Notes; (c) the Subordinated Note Indenture and the Subordinated Notes; (d) applicable law; (e6) customary non-encumbrances or restrictions (i) on the subletting, assignment provisions in or transfer of any property or asset that is subject to a lease, license or similar contract or licensing agreement that was entered into in the ordinary course of business and consistent with past practicesbusiness, or the assignment or transfer of any such lease, license or other contract, (ii) contained in mortgages, pledges or other security agreements permitted under this Indenture to secure Indebtedness of the Company or any of its Restricted Subsidiaries to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements, or (iii) pursuant to provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any of its Restricted Subsidiaries entered into in the ordinary course of business; (f7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3) hereof; (8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; (9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (10) Liens permitted to be incurred pursuant to clause (c) under Section 4.12 hereof that limit the right of the second paragraph debtor to dispose of Sectionthe assets subject to such Liens; (11) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets or property that are the subject of such agreements; (12) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, manufacturing alliance agreements and other similar agreements entered into in the ordinary course of business, so long as such encumbrances or restrictions are not applicable to any Person (or its property or assets) other than such joint venture or a Subsidiary thereof or the assets used exclusively in such manufacturing alliance, as applicable; (13) Indebtedness or other contractual requirements of a Receivables Entity or any Standard Securitization Undertakings, in each case in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Entity, Receivables and Related Assets; (14) restrictions on cash or other deposits or net worth under leases or other contracts entered into in the ordinary course of business; and (15) Indebtedness of Non-Guarantor Restricted Subsidiaries permitted to be incurred under Section 4.09 that impose restrictions solely on the non-Guarantor Subsidiaries party thereto.

Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuers Company shall not, and shall not permit any of their its Restricted Subsidiaries to, directly or indirectly, create or permit otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (a1) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock to the Issuers or any Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or ; (2) pay any Indebtedness indebtedness owed to the Issuers Company or any of their its Restricted Subsidiaries; ; (b3) make loans or advances to the Issuers Company or any of their its Restricted Subsidiaries; or or (c4) transfer any of its properties or assets to the Issuers Company or any of their its Restricted Subsidiaries. However, the preceding foregoing restrictions shall not apply to encumbrances or restrictions existing under or by reason of: (a1) agreements governing Existing Indebtedness or Indebtedness under the Senior Credit Facility, in each case as in effect on the date of this Indenture Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewalsreplacements or refinancings thereof; provided that such amendments, modifications, restatements, revisions or other modifications to those agreements; providedrenewals, however, that the amendmentsincreases, supplements, refinancings, replacement, extensions, defeasance, refundings, renewals, restatements, revisions replacements or other modifications refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the applicable series of Existing Indebtedness or in the Senior Credit Facility, in each case as in effect on the Issue Date; (2) encumbrances and restrictions applicable to any Unrestricted Subsidiary, as the same are in effect as of the date on which such Subsidiary becomes a Restricted Subsidiary, and as the same may be amended, modified, restated, renewed, increased, supplemented, refunded, replaced or refinanced; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those agreements contained in the applicable series of Indebtedness of such Subsidiary as in effect on the date of this Indenture and do not increase the amount of the Indebtednesson which such Subsidiary becomes a Restricted Subsidiary; (b3) any Indebtedness (incurred in compliance with Section 4.09 hereof) or any agreement pursuant to which such Indebtedness is issued if the encumbrance or restriction applies only in the event of a payment default or default with respect to a financial covenant contained in such Indebtedness or agreement and such encumbrance or restriction is not materially more disadvantageous to the holders of the Debentures than is customary in comparable financings (as determined by the Company) and the Company determines that any such encumbrance or restriction will not materially affect the Company's ability to pay interest on or the principal of the Debentures; (4) this Indenture and the NotesDebentures; (c) the Subordinated Note Indenture and the Subordinated Notes; (d5) applicable law; (e6) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (7) by reason of customary non-assignment provisions in any contract leases or licensing agreement licenses entered into in the ordinary course of business and consistent with past practicesbusiness; (f) 8) purchase money obligations permitted to be for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (4) in the prior paragraph on the property so acquired; (9) the provisions of agreements governing Indebtedness incurred pursuant to clause (c4) of the second paragraph of SectionSection 4.09 hereof; (10) any agreement for the sale of a Restricted Subsidiary that restricts that Restricted Subsidiary pending its sale; (11) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (12) Liens that limit the right of the debtor to transfer the assets subject to such Liens; (13) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements; and (14) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.