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

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (a) pay dividends or make any other distributions on or in respect of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; (2) this Indenture, the Notes, any Additional Notes and the Collateral Agreements; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Liens.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (a) pay dividends or make any other distributions distribution to the Issuer or any of the Restricted Subsidiaries on or in respect of its Capital Stock, Stock or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or pay any Indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries; (b) make loans or advances or pay any Indebtedness or other obligation owed to the Company Issuer or any other of its Restricted Subsidiary of the CompanySubsidiaries; or (c) transfer any of its property the Issuer’s properties or assets to the Company Issuer or any other of its Restricted Subsidiary of the Company, Subsidiaries; except for such encumbrances or restrictions existing under or by reason of: (1i) applicable lawExisting Indebtedness and existing agreements as in effect on the Issue Date; (2ii) this Indenture, the Notes, any Additional Notes and the Collateral Agreementsapplicable law or regulation; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4iii) any instrument governing Acquired IndebtednessDebt and any other agreement or instrument of an acquired Person or any of its Subsidiaries as in effect at the time of acquisition (except to the extent such Indebtedness or other agreement or instrument 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 Person, or the properties property or assets of the Person Person, so acquiredacquired or any of its Subsidiaries; (5iv) agreements existing on the Issue Date to the extent and by reason of customary non-assignment provisions in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts leases entered into in the ordinary course of business; (9v) Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced; (vi) this Indenture, the Notes and the Collateral Documents or the Issuer’s other Indebtedness ranking pari passu with the Notes; provided that except as set forth in clause (vii) below such restrictions are no more restrictive taken as a whole than those imposed by this Indenture, the Notes and the Collateral Documents; (vii) any Indebtedness; provided that the restrictions therein (i) are not materially more restrictive than the agreements governing such Indebtedness as in effect on the Issue Date or (ii) will not affect the Issuer’s ability to make principal or interest payments on the Notes (as determined by the Issuer in good faith); (viii) customary non-assignment provisions in contracts, leases, sub-leases and licenses entered into in the ordinary course of business; (ix) any agreement for the sale or other disposition of a Restricted Subsidiary or any of its assets in compliance with the terms of this Indenture that restricts distributions by that Restricted Subsidiary pending such sale or other disposition; (x) provisions limiting the disposition or distribution of assets or property (including cash) 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 Restricted Investment), and customary provisions in joint venture agreements and other similar agreements applicable to the Equity Interests or Indebtedness of such joint venture, which limitation is applicable only to the assets that are the subject of such agreements; (xi) Liens not prohibited under Section 4.12; (xii) any agreement for the sale of any Subsidiary or its assets that restricts distributions by that Subsidiary (or sale of such Subsidiary’s Equity Interests) pending its sale; provided that during the entire period in which such encumbrance or restriction is effective, such sale (together with any other sales pending) would be permitted under the terms of this Indenture; (xiii) secured Indebtedness otherwise permitted to be incurred by this Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness; (xiv) Purchase Money Indebtedness that imposes restrictions of the type described in clause (c) above on the property so acquired; (xv) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the Issuer’s good faith judgment, not materially more restrictive as a whole with respect to such encumbrances and restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (xvi) Indebtedness or other agreements, including, without limitation, agreements described in clause (x) of this paragraph, of any non-Guarantor Subsidiary which imposes restrictions solely on such non-Guarantor Subsidiary and its Subsidiaries; (xvii) any restriction on cash or other deposits or net worth imposed by customers, licensors or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; or (10xviii) customary restrictions on created in connection with any Receivables Facility that, in the transfer good faith determination of assets subject the Issuer, are necessary or advisable to a Permitted Lien imposed by the holder of effect such LiensReceivables Facility.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (a) pay dividends or make any other distributions on or in respect of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except in each case for such encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation or order; (2) this the Indenture, the Notes, any Additional Notes and the Collateral Agreementsany Guarantees; (3) customary non-assignment provisions of any contract or any lease lease, license or sublicense governing a leasehold interest of any Restricted Subsidiary of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) the Bank Facility, an agreement (i) governing other Pari Passu Indebtedness permitted to be incurred under the Indenture or, with respect to a Restricted Subsidiary, an agreement evidencing Indebtedness incurred not in violation of the Indenture; provided that, with respect to Refinance any agreement governing such other Pari Passu Indebtedness or other Indebtedness, as the case may be, the provisions relating to such encumbrance or restriction are no less favorable to the Company or Restricted Subsidiary, as the case may be, in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Bank Facility, in the case of such other Pari Passu Indebtedness, and the agreements of such Restricted Subsidiary, in the case of such other Indebtedness, in each case as in effect on the Issue Date; (7) restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Lien; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale; (9) such encumbrances or restrictions being binding on a Restricted Subsidiary at such time as such Restricted Subsidiary first becomes a Restricted Subsidiary, provided that such encumbrances or restrictions are not entered into solely in contemplation of such Person becoming a Restricted Subsidiary; (10) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (11) any amendment to or Refinancing of the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause clauses (2), (4) or ), (5) above and (ii6) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indentureabove; provided, however, provided that the provisions relating to such encumbrance or restriction contained in any such Indebtedness agreement, taken as a whole, are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause clauses (2), (4) or ), (5) and (6); (712) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the customary restrictions on leases, subleases, licenses, sublicenses or asset sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or dispositionagreements otherwise permitted hereby; (8) 13) restrictions imposed on cash or other deposits or net worth imposed by customers under contracts entered into or required by insurance, surety or bonding companies, in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements each case, entered into in the ordinary course of business; orand (1014) customary encumbrances and restrictions on applicable only to Restricted Subsidiaries of the transfer of assets subject to a Permitted Lien imposed by the holder of such LiensCompany that are not Domestic Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of the Company to: to (a) pay dividends or make any other distributions on or in respect of its Capital Stock, Stock or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities owned by, or pay any Indebtedness owed to to, the Company or any of its Restricted Subsidiaries; , (b) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other its Restricted Subsidiary of the Company; or Subsidiaries, (c) transfer any of its property properties or assets to the Company or its Restricted Subsidiaries or (d) guarantee any other Restricted Subsidiary Indebtedness of the Company, except for such encumbrances or restrictions existing under or by reason of: : (1i) applicable law; ; (2) this Indenture, the Notes, any Additional Notes and the Collateral Agreements; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4ii) any instrument governing Acquired IndebtednessIndebtedness permitted to be incurred under Section 5.14, which encumbrance encumbrances or restriction is restrictions are not applicable to any Person, Person or the properties or assets of any Person, other than the Person so acquired, or the properties property or assets of the Person so acquired; acquired or its consolidated Subsidiaries; (5iii) any restrictions existing under agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above and (ii) governing any other Indebtedness date of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5); (7iv) any restriction restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending Subsidiary; (v) any agreement governing Indebtedness restricting the closing of such sale or disposition; other disposition of property securing such Indebtedness if such agreement does not expressly restrict the ability of a Restricted Subsidiary to pay dividends or to make distributions, loans or advances; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10vi) customary restrictions on the transfer of assets subject in leases relating to a Permitted Lien imposed by the holder of such Liensproperty covered thereby; or (vii) this Indenture.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (a) pay dividends or make any other distributions on or in respect of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;Stock; (b) make loans or advances to or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law;law and agreements with governmental authorities; (2) the Securities, this IndentureIndenture or any Guarantee thereof; (A) customary provisions restricting (1) the subletting or assignment of or under any lease or (2) the transfer of copyrighted or patented materials, (B) provisions in agreements that restrict the Notes, any Additional Notes assignment or other transfer of such agreements (or property that is the subject thereof) or rights thereunder or (C) provisions of a customary nature contained in the terms of Capital Stock restricting the payment of dividends and the Collateral Agreements; (3) customary non-assignment provisions making of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company;distributions on Capital Stock; (4) any agreement or instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than (a) the Person or the properties or assets of the Person so acquired;acquired (including the Capital Stock of such Person), or (b) any Restricted Subsidiary having no assets other than (i) the Person or the properties or assets of the Person so acquired (including the Capital Stock of such Person) and (ii) other assets having a fair market value not in excess of $5.0 million, and, in each case, the monetary proceeds thereof; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are any agreement or instrument (A) in effect at or entered into on the Issue Date, (B) governing Secured Indebtedness, including the Credit AgreementAgreement permitted to be incurred pursuant to Section 4.04, or (C) governing Indebtedness of any Restricted Subsidiary (other than the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes;Issuer) that is not a Guarantor; (6) an any agreement (i) or instrument governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (49) or (513) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board definition of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5);“Permitted Indebtedness”; (7) restrictions on the transfer of assets subject to any restriction with respect Lien permitted under this Indenture; (8) restrictions imposed by any agreement to a Restricted Subsidiary imposed pursuant sell assets not in violation of this Indenture to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary any Person pending the closing of such sale or disposition;sale; (8) 9) customary rights of first refusal with respect to the Company’s and its Restricted Subsidiaries’ interests in their respective Restricted Subsidiaries (other than Wholly Owned Restricted Subsidiaries) and joint ventures; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;business; (911) customary provisions in joint venture agreements and other similar agreements agreements, applicable to joint ventures not prohibited hereunder; (12) customary provisions contained in leases, licenses and other agreements, including with respect to intellectual property, in each case, entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Liens.business;

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (a1) pay dividends or make any other distributions on or in respect of its Capital Stock, ; (2) make loans or with respect to any other interest or participation in, or measured by, its profits, advances to the Company or any of its other Restricted Securities Subsidiary or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except in each case for such encumbrances or restrictions existing under or by reason of: (1a) applicable lawlaw or any rule, regulation or order; (2b) the New Senior Notes Indenture, this Indenture, the Notes, any Additional New Senior Notes and the Collateral Agreementsrelated guarantees, and the Existing Notes and Guarantees; (3c) customary non-assignment provisions of or restrictions on cash or other deposits and net worth covenants contained in any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4d) any agreement or 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; (5e) agreements or instruments existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including this Indenture; (f) the Credit Agreement; (g) an agreement governing Guarantor Senior Debt permitted to be incurred under this Indenture (other than Guarantor Senior Debt under, or with respect to, the Intercreditor Credit Agreement); provided that, with respect to any agreement governing such Guarantor Senior Debt, the provisions relating to such encumbrance or restriction are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment than the provisions contained in the Credit Agreement as in effect on the Issue Date; (h) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (i) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (j) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the indenture governing respective joint venture or similar entity or the 9% Coinmach Corp. equity interests therein) entered into in the ordinary course of business; (k) other Indebtedness of Restricted Subsidiaries that are not Guarantors permitted to be incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 1014 hereof; provided, however, that the Board of Directors of the Company determines in good faith at the time such dividend and other payment restrictions are created that such dividend and other payment restrictions do not materially adversely affect the Company's ability to pay principal of, and interest on, the Notes; (6l) purchase money obligations (including any Capitalized Lease Obligations) relating to property acquired in the ordinary course of business; (m) Liens securing Indebtedness otherwise permitted to be incurred under Section 1008 hereof (including clauses (1) through (10) of Section 1008 hereof) that limit the right of the debtor to dispose of the assets subject to such Liens; and (n) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause clauses (2b), (4d), (e) or (5) above and (iig) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indenturethrough (m) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no not in the aggregate materially less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause clauses (2b), (4d), (e) or and (5g) through (m); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Liens.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuer shall not, and shall not cause or permit any of its the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (a) pay dividends or make any other distributions to the Issuer or any Restricted Subsidiary (1) on or in respect of its Capital Stock, or (2) with respect to any other interest or participation in, or measured by, its profits, to the Company ; (b) repay any Indebtedness or any of its Restricted Securities or pay any Indebtedness other obligation owed to the Company Issuer or any of its Restricted Subsidiaries; Subsidiary; (bc) make loans or advances or pay any Indebtedness or other obligation owed capital contributions to the Company Issuer or any other Restricted Subsidiary of the CompanyRestricted Subsidiaries; or or (cd) transfer any of its property Properties or assets to the Company Issuer or any other Restricted Subsidiary of the CompanyRestricted Subsidiaries, except in respect of any of (a) through (d) above for such encumbrances or restrictions existing under or by reason of: of (1) applicable law; encumbrances or restrictions existing on the Issue Date that were created in compliance with or otherwise permitted to exist under the Existing Senior Subordinated Notes Indenture, to the extent and in the manner such encumbrances and restrictions are in effect on the Issue Date, (2) this Indenture, the Notes, any Additional Notes and the Collateral Agreements; Guarantees, (3) customary non-assignment provisions of any contract applicable law or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; applicable rule, regulation or order, (4) any encumbrance or restriction existing under the Credit Facility, (5) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties Properties or assets of any Person, other than the Person Person, or the properties Property or assets of the Person (including any Subsidiary of the Person), so acquired; , (56) customary non-assignment provisions in leases or other agreements existing on entered into in the Issue Date ordinary course of business, (7) Refinancing Indebtedness; provided that such restrictions are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being extended refinanced, renewed, replaced, defeased or refunded, (8) customary restrictions in security agreements or mortgages securing Indebtedness of the Issuer or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements and mortgages, (9) in the manner such agreements are in effect on the Issue Datecase of clause (d) only, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed any encumbrance or incurred restriction pursuant to an agreement referred to in clause (2), (4) or (5) above and (ii) governing any other for Purchase Money Indebtedness of the Company or any Restricted Subsidiary that is permitted to be incurred outstanding under this Indenture; providedSection 4.06, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5); (710) any restriction customary restrictions with respect to a Restricted Subsidiary imposed 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 a Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such LiensSubsidiary.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to: to (a) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or (b) pay any Indebtedness owed to the Company or any of its other Restricted Subsidiaries; Subsidiary, (bc) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or Subsidiary, (cd) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary (other than customary restrictions on transfers of property subject to a Lien permitted under this Indenture that would not materially adversely affect the Company's ability to satisfy its obligations under the Notes and this Indenture) or (e) guarantee any Indebtedness of the CompanyCompany or any other Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of: of (1i) any agreement in effect on the date of this Indenture, (ii) applicable law; , (2) this Indenture, the Notes, any Additional Notes and the Collateral Agreements; (3iii) customary non-provisions restricting subletting or assignment provisions of any lease or assignment of any other contract to which the Company or any lease governing a leasehold interest of any Restricted Subsidiary is a party or to which any of the Company; their respective properties or assets are subject, (4iv) any agreement or other instrument governing Acquired Indebtednessof a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person Person, so acquired; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4v) or (5) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in contracts for sales of assets permitted by Section 1015 with respect to the assets to be sold pursuant to such contract and (vi) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (i) and (iv); provided that the terms and conditions of any such Indebtedness encumbrances or restrictions are no less favorable to the Company in any material respect as determined by the Board of Directors holders of the Company in their reasonable and good faith judgment Notes than the provisions relating to such encumbrance those under or restriction contained in agreements referred to in such clause (2), (4) or (5); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an the agreement entered into for the sale so extended, renewed, refinanced or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Liensreplaced.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (i) (a) pay dividends or make any other distributions on to the Company or in respect any of its Restricted Subsidiaries (1) on its Capital Stock, Stock or (2) with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or (b) pay any Indebtedness or other obligations owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other of its Restricted Subsidiary of the Company; or Subsidiaries or (ciii) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries, in each case except for such encumbrances or restrictions existing under or by reason of: of (1a) applicable law; Existing Indebtedness and the Credit Agreement (2and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the agreement related to the Existing Indebtedness or the Credit Agreement, as applicable), (b) this Indenture, the Notes, any Additional Notes Guarantee thereof and this Indenture, (c) applicable law, rule, regulation or order (d) any agreement or other instrument of a Person acquired by the Collateral Agreements; (3) customary non-assignment provisions of any contract Company or any lease governing a leasehold interest of any its Restricted Subsidiary Subsidiaries, as in effect at the time of such acquisition (except to the Company; (4) any instrument governing Acquired Indebtednessextent such agreement was entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the Equity Interests, properties or assets of any Person, other than the Person Person, or the properties Equity Interests, property or assets of the Person Person, so acquired; (5) agreements existing on the Issue Date to the extent and ; provided that, in the manner case of any agreement in respect of Indebtedness, such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2)was permitted by this Indenture, (4e) or (5) above and (ii) governing any other Indebtedness by reason of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary nonassignment provisions in joint venture agreements leases, licenses and other similar agreements entered into in the ordinary course of business; or , (10f) Purchase Money Obligations and Capital Lease 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 or proceeds therefrom, (g) customary restrictions in asset or stock sale agreements or joint venture or other similar agreements limiting transfer of such assets or stock pending the closing of such sale or subject to the joint venture, (h) customary nonassignment provisions or restrictions on cash or other deposits or net worth in contracts entered into in the ordinary course of business; (i) Permitted Refinancing Indebtedness, provided that the 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; (j) secured debt otherwise permitted to be Incurred pursuant to the covenants described under Sections 4.09 and 4.11 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (k) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Company that is incurred subsequent to the Closing Date pursuant to Section 4.09 so long as such encumbrance or restrictions contained in any agreement or instrument will not materially affect the Company’s ability to make anticipated principal or interest payments on the transfer of assets subject to a Permitted Lien imposed Notes (as determined in good faith by the holder Company); (l) any Restricted Investment not prohibited by the covenants described under Section 4.10 and any Permitted Investment; or (m) in the case of such Liensclause (iii) above, 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 Company or any of its Restricted Subsidiaries in any manner material to the Company and its Restricted Subsidiaries taken as a whole.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any Restricted Subsidiary of its Restricted Subsidiaries the Company (other than a Securitization Special Purpose Entity) to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective effective, any consensual encumbrance or restriction on which, by its terms, restricts the ability of any Restricted Subsidiary of the Company to: (aother than a Securitization Special Purpose Entity) to (i) pay dividends or make any other distributions on or in respect of its any such Restricted Subsidiary's Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities Stock or pay any Indebtedness owed to the Company or any Restricted Subsidiary of its Restricted Subsidiaries; the Company, (bii) make any loans or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or , or (ciii) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or for, in the case of clauses (i), (ii) and (iii) above, any restrictions (a) existing under this Indenture and any restrictions existing under or by reason of: (1) applicable law; (2) this Indenture, the Notes, any Additional Notes and the Collateral Agreements; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements existing created on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an any agreement referred relating to in clause (2), (4) or (5) above and (ii) governing any other Existing Indebtedness of the Company or any Restricted Subsidiary, (b) pursuant to an agreement relating to Indebtedness incurred by such Restricted Subsidiary permitted prior to be the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date and not incurred under this Indenturein anticipation of becoming a Restricted Subsidiary, (c) imposed by virtue of applicable corporate law or regulation and relating solely to the payment of dividends or distributions to stockholders, (d) with respect to restrictions of the nature described in clause (iii) above, included in a contract entered into in the ordinary course of business and consistent with past practices that contains provisions restricting the assignment of such contract, (e) pursuant to an agreement effecting a renewal, extension, refinancing, refunding or replacement of Indebtedness referred to in (a) or (b) above; provided, however, that the provisions contained in such renewal, extension, refinancing, refunding or replacement agreement relating to such encumbrance or restriction contained in any such Indebtedness restriction, taken as a whole, are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment not materially more restrictive than the provisions relating to such encumbrance or restriction contained in agreements referred to the agreement the subject thereof, as determined in such clause (2)good faith by the board of directors, (4) or (5); (7f) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into which shall not in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in aggregate cause the ordinary course of business; or (10) customary restrictions Company not to have the funds necessary to pay the principal of, premium, if any, or interest, including Special Interest, on the transfer of assets subject to a Permitted Lien imposed by the holder of such LiensNotes at their Stated Maturity.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective or enter into any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (ai) to pay dividends or make any other distributions on or in respect of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities Stock or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b) make loans or advances or pay any Indebtedness Debt or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (cii) to make loans or advances to the Company or any Restricted Subsidiary of the Company; or (iii) to transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for except: (a) any encumbrance or restriction pursuant to an agreement in effect at the Issue Date (including, but not limited to, the Senior Discount Notes Indenture) or any amendment, restatement, renewal or replacement of such agreement, so long as the encumbrances and restrictions are not materially more restrictive than those in the agreement in effect on the Issue Date; (b) any encumbrance or restriction pursuant to an agreement relating to an acquisition of property, so long as the encumbrances or restrictions existing under in any such agreement relate solely to the property so acquired (and are not or by reason of: (1) applicable lawwere not created in anticipation of or in connection with the acquisition thereof); (2c) this Indenture, any encumbrance or restriction relating to any Debt of any Restricted Subsidiary of the Notes, Company at the date on which such Restricted Subsidiary was acquired by the Company or any Additional Notes and Restricted Subsidiary of the Collateral AgreementsCompany (other than Debt incurred by such Restricted Subsidiary in connection with or in anticipation of its acquisition); (3d) any encumbrance or restriction pursuant to an agreement effecting a permitted refinancing of Debt issued pursuant to an agreement referred to in the foregoing clauses (a) through (c), or permitted replacement or increase of Debt referred to in the foregoing clause (a) so long as the encumbrances and restrictions contained in any such refinancing agreement are not materially more restrictive than the encumbrances and restrictions contained in the agreements governing the Debt being so refinanced; (e) customary non-provisions restricting subletting or assignment provisions of any lease, license or similar contract of the Company or any lease governing a leasehold interest Restricted Subsidiary of the Company or provisions in agreements that restrict the assignment of such agreement or any rights thereunder; (f) any encumbrance or restriction arising out of any Restricted sale of accounts receivable in the ordinary course (including in connection with a financing transaction) to or by (i) an Accounts Receivable Subsidiary or (ii) to Persons that are not Affiliates of the Company or any Subsidiary of the Company; (4g) 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; (5) agreements existing on the Issue Date sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or property (including, without limitation, customary restrictions relating to the extent and in the manner such agreements are in effect on the Issue Date, including assets securing the Credit Agreement, any Vendor Debt or any Telecommunications Assets Debt under the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes;applicable security documents); and (6h) an agreement (i) governing Indebtedness incurred any encumbrance or restriction contained in contracts for sales of assets permitted by Section 1016 with respect to Refinance the Indebtedness issued, assumed or incurred assets to be sold pursuant to an agreement referred such contract. Nothing contained in this Section 1013 shall prevent the Company or any of its Restricted Subsidiaries from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in clause Section 1011 or (2), (4) restrictions on the sale or (5) above and (ii) governing any other Indebtedness disposition of property or assets of the Company or any of its Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable Subsidiaries to the Company in any material respect as determined by the Board of Directors extent that such property or assets secure Debt of the Company or any of its Restricted Subsidiaries not incurred or secured in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition violation of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Liensthis Indenture.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company Issuer to: (a1) pay dividends or make any other distributions on or in respect of its Capital Stock, ; (2) make loans or with respect to any other interest or participation in, or measured by, its profits, advances to the Company Issuer or any of its Restricted Securities Subsidiaries or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b) make loans or advances or pay any Indebtedness or other obligation owed to the Company Issuer or any other Restricted Subsidiary of the CompanyIssuer; or (c3) transfer any of its property or assets to the Company Issuer or any other Restricted Subsidiary of the CompanyIssuer, in each case except for such encumbrances or restrictions existing under or by reason of: (1a) applicable lawlaw or any applicable rule, regulation or order; (2b) this Indenture, the Notes, any Additional Notes the Guarantees, this Indenture and the Collateral AgreementsSecurity Documents; (3c) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the CompanyIssuer; (4d) any agreement or other instrument governing Acquired of a Person, or with respect to any property or assets or Capital Stock or Indebtedness, acquired by or merged or consolidated with or into the Issuer or any Restricted Subsidiary, or any Person that becomes a Restricted Subsidiary (including by designation), in existence at the time of such acquisition or designation or at the time it merges with or into the Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the properties property or assets of the Person and its Subsidiaries, so acquired; (5e) agreements existing on the Issue Date to the extent and in the manner such agreements are contractual encumbrances or restrictions in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6f) the First Lien Credit Agreement or an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary Additional Parity Debt permitted to be incurred under this Indenture; providedprovided that, howeverwith respect to any agreement governing such other Additional Parity Debt, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company Issuer in any material respect as determined by the Board of Directors of the Company Issuer in their its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to the First Lien Credit Agreement as in such clause (2), (4) or (5)effect on the Issue Date; (7g) restrictions on the transfer of assets subject to any restriction with respect Lien permitted under this Indenture imposed by the holder of such Lien; (h) restrictions imposed by any agreement to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale sell assets or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary permitted under this Indenture to any Person pending the closing of such sale or dispositionsale; (8) i) restrictions imposed by agreements governing obligations of Foreign Restricted Subsidiaries which are permitted under this Indenture; (j) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9k) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (l) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein); (m) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which Issuer or any of the Restricted Subsidiaries is a party entered into in the ordinary course of business; orprovided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; and (10n) customary restrictions on any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the transfer of assets subject contracts, instruments or obligations referred to a Permitted Lien imposed in clauses (b) through (m) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are no less favorable to the Issuer in any material respect as determined by the holder Board of Directors of the Issuer in its reasonable and good faith judgment than the provisions relating to such Liensencumbrance or restriction contained in agreements referred to in such clauses (b) through (m) above.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (a1) pay dividends or make any other distributions to the Company or any Restricted Subsidiary of the Company (a) on or in respect of its Capital Stock, or or (b) with respect to any other interest or participation in, or measured by, its profits, or (2) repay any Indebtedness or any other obligation owed to the Company or any Restricted Subsidiary of the Company, (3) make loans or advances or capital contributions to the Company or any of its Restricted Securities Subsidiaries or (4) transfer any of its properties or pay any Indebtedness owed assets to the Company or any of its Restricted Subsidiaries; (b) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law;encumbrances or restrictions existing on the Issue Date to the extent and in the manner such encumbrances and restrictions are in effect on the Issue Date, (2) this the Indenture, the Notes, any Additional Notes and the Collateral Agreements;Guarantees, (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company;applicable law, (4) contracts to which any Person who is acquired in accordance with the terms of this Indenture is a party, including any instrument governing Acquired IndebtednessIndebtedness or Capital Stock, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person (including any Subsidiary of the Person), so acquired;, (5) customary non-assignment provisions in leases or other agreements existing on the Issue Date to the extent and entered in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement ordinary course of business and the indenture governing the 9% Coinmach Corp. Notes;consistent with past practices, (6) an agreement (i) Refinancing Indebtedness; provided that such restrictions are no more restrictive than those contained in the agreements governing Indebtedness incurred to Refinance the Indebtedness issuedbeing extended, assumed refinanced, renewed, replaced, defeased or incurred pursuant to an agreement referred to refunded, (7) customary restrictions in clause (2)Capitalized Lease Obligations, (4) security agreements or (5) above and (ii) governing any other mortgages securing Indebtedness of the Company or any a Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the provisions relating extent such restrictions restrict the transfer of the property subject to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable Capitalized Lease Obligations, security agreements and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5);mortgages, (7) any restriction 8) customary restrictions with respect to a Restricted Subsidiary imposed of the Company 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 Restricted Subsidiary pending the closing of such sale or disposition;Subsidiary, (8) 9) contracts entered into 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 Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary, (10) restrictions on cash or other deposits or net worth imposed by customers under contracts (not evidencing or relating to Indebtedness) entered into in the ordinary course of business;, (911) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; , (12) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary, or (1013) customary restrictions on the transfer with respect to a Receivables Subsidiary, an agreement relating to Indebtedness of assets subject such Receivables Subsidiary which is permitted under Section 4.10 or pursuant to an agreement relating to a Permitted Lien imposed Receivables Financing by the holder of such LiensReceivables Subsidiary.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause, or enter into any agreement with any Person that would cause or permit to exist or become effective effective, any consensual encumbrance or restriction of any kind, on the ability of any Restricted Subsidiary of the Company to: to (ai) pay dividends dividends, in cash or otherwise, or make any other distributions distribution on or in respect of its Capital Stock, Stock or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its other Restricted Securities or Subsidiary, (ii) pay any Indebtedness owed to the Company or any of its other Restricted Subsidiaries; Subsidiary, (biii) make loans or advances to, or pay guarantee any Indebtedness or other obligation owed to obligations of, the Company or any other Restricted Subsidiary of the Company; or or (civ) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the CompanySubsidiary, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; (2) this Indenture, the Notes, any Additional Notes and the Collateral Agreements; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction (A) with respect to a Restricted Subsidiary that is not a Restricted Subsidiary on the Issue Date, in existence at the time such Person becomes a Restricted Subsidiary (but not created in contemplation thereof); provided, however, that such encumbrances and restrictions are not applicable to the Company or any PersonRestricted Subsidiary, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this IndentureSubsidiary, other than such Person; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect (B) arising as determined by the Board a result of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary non-assignment provisions in joint venture agreements and other similar agreements leases entered into in the ordinary course of business; or (10C) customary existing under any agreement governing the terms of or otherwise arising as a result of Purchase Money Indebtedness (other than Indebtedness incurred to finance an Asset Acquisition) for property acquired in the ordinary course of business that only imposes encumbrances and restrictions on the transfer property so acquired; (D) contained in any agreement for the sale or disposition of the Capital Stock or assets of any Restricted Subsidiary; provided, however, that such encumbrances and restrictions described in this clause (D) are only applicable to such Restricted Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 1011 hereof to the extent applicable thereto; (E) existing under any agreement that Refinances the agreements containing the encumbrance or restrictions in the foregoing clause (A); provided, however, that the terms and conditions of any such restrictions permitted under this clause (E) are not materially less favorable to the holders 118 130 of the Securities than those under or pursuant to the agreement evidencing the Indebtedness Refinanced; or (F) in existence as a result of applicable law. (b) After the Securities have been assigned an Investment Grade Rating by both Rating Agencies, and notwithstanding that the Securities may later cease to have an Investment Grade Rating, the Company and the Restricted Subsidiaries will not be subject to a Permitted Lien imposed by the holder provisions of this Section 1016; provided, that no Default has occurred and is continuing at the time the Securities have been assigned such Liensrating.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (a1) pay dividends or make any other distributions on or in respect of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1a) applicable law; (2b) this Indenture, the Notes, any Additional Notes the Guarantees and the Collateral AgreementsSecurity Agreement; (3c) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4d) 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; (5e) any Credit Agreement; (f) agreements or instruments existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes;; or (6g) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2b), (4d) or (5e) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indentureabove; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2b), (4d) or (5e); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Liens.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create create, assume or otherwise cause or permit suffer to exist or to become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (a) pay dividends or make any other distributions on or in respect of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, Stock to the Company or any of its Restricted Securities or pay Subsidiaries; (b) make payments in respect of any Indebtedness Debt owed to the Company or any of its Restricted Subsidiaries; ; or (bc) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company's Restricted Subsidiaries; or PROVIDED, HOWEVER, that the following restrictions shall not be prohibited pursuant to this Section 4.12: (ci) transfer any of its property or assets those contained in this Indenture, a Bank Facility, a Warehouse Facility, and Refinancing Debt (to the Company extent restrictions contained in such Refinancing Debt are not more restrictive than those contained in the Debt being refinanced); (ii) consensual encumbrances or restrictions binding upon any other Restricted Person at the time such Person becomes a Subsidiary of the Company, except for PROVIDED that such encumbrances or restrictions existing under are not created, incurred or by reason of: (1) applicable law; (2) this Indenture, the Notes, any Additional Notes and the Collateral Agreements; (3) customary non-assignment provisions assumed in contemplation of any contract or any lease governing such Person becoming a leasehold interest of any Restricted Subsidiary of the Company; Company and do not extend to any other property of the Company or another of its Subsidiaries; (4iii) restrictions contained in security agreements permitted by this Indenture securing Debt permitted by this Indenture to the extent such restrictions restrict the transfer of assets subject to such security agreements; (iv) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets consisting of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements existing on the Issue Date customary nonassignment provisions in leases to the extent and in such provisions restrict the manner such agreements are transfer of the leases; (v) any encumbrance or restriction pursuant to an agreement in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) ; or (5) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5); (7vi) any restriction restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such LiensSubsidiary.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (a1) pay dividends or make any other distributions on or in respect of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the CompanySubsidiary; or (c3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, Subsidiary; except for such encumbrances or restrictions existing under or by reason of: (1A) applicable law, rule, regulation or order; (2B) this Indenture, the Notes, any Additional Notes and the Collateral Agreements; (3C) the Credit Agreement and/or the documentation for the Credit Agreement; (D) customary non-assignment provisions of any contract contract, agreement, license, permit or any lease governing a leasehold interest of any Restricted Subsidiary of the Companylease; (4E) 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; (5F) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6G) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above and (ii) governing any other Indebtedness of agreement entered into after the Company or Issue Date which contains encumbrances and restrictions which are not materially more restrictive with respect to any Restricted Subsidiary than those in effect with respect to such Restricted Subsidiary pursuant to agreements as in effect on the Issue Date; (H) any instrument governing Indebtedness of a Foreign Subsidiary or a Subsidiary of a Foreign Subsidiary; (I) Liens permitted to be incurred under this Indenture; provided, however, pursuant to Section 4.13 and associated agreements that limit the provisions relating right of the debtor to dispose of the assets subject to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5)Liens; (7J) secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.13 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (K) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for governing the sale or disposition of any Restricted Subsidiary or all or substantially all of the Capital Stock or assets of any Restricted Subsidiary which restricts dividends and distributions of such Restricted Subsidiary pending the closing of such sale or disposition; (8) L) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture and other similar agreements entered into in the ordinary course of business; (M) consisting of restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or landlords under contracts entered into in the ordinary course of business; (9N) customary restrictions on dispositions of real property interests found in reciprocal easement agreements; (O) consisting of customary restrictions pursuant to any Qualified Receivables Transaction; (P) provisions in joint venture agreements instruments governing other Indebtedness of Restricted Subsidiaries permitted to be Incurred after the Issue Date; provided that (i) such provisions are customary for instruments of such type (as determined in good faith by a Responsible Officer of the Company) and (ii) a Responsible Officer of the Company determines in good faith that such restrictions will not materially adversely impact the ability of the Company to make required principal and interest payments on the Notes; (Q) 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 (B), (C), (E), (F) and (G) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive with respect to such dividend restrictions and other similar agreements encumbrances than those contained prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and (R) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to which the Company or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; or provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary. For purposes of determining compliance with this covenant, (10i) customary restrictions 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 transfer ability to make distributions on Capital Stock and (ii) the subordination of assets subject loans or advances made to the Company or a Permitted Lien imposed Restricted Subsidiary of the Company to other Indebtedness Incurred by the holder of Company or any such LiensRestricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company Issuer to: (a1) pay dividends or make any other distributions on or in respect of its Capital Stock, ; (2) make loans or with respect to any other interest or participation in, or measured by, its profits, advances to the Company Issuer or any of its Restricted Securities Subsidiaries or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b) make loans or advances or pay any Indebtedness or other obligation owed to the Company Issuer or any other Restricted Subsidiary of the CompanyIssuer; or (c3) transfer any of its property or assets to the Company Issuer or any other Restricted Subsidiary of the CompanyIssuer, in each case except for such encumbrances or restrictions existing under or by reason of: (1a) applicable lawlaw or any applicable rule, regulation or order; (2b) this Indenture, the Notes, any Additional Notes the Guarantees, this Indenture and the Collateral AgreementsSecurity Documents; (3c) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the CompanyIssuer; (4d) any agreement or other instrument governing Acquired of a Person, or with respect to any property or assets or Capital Stock or Indebtedness, acquired by or merged or consolidated with or into the Issuer or any Restricted Subsidiary, or any Person that becomes a Restricted Subsidiary (including by designation), in existence at the time of such acquisition or designation or at the time it merges with or into the Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the properties property or assets of the Person and its Subsidiaries, so acquired; (5e) agreements existing on the Issue Date to the extent and in the manner such agreements are contractual encumbrances or restrictions in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6f) the ABL Credit Agreement or an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary Additional Parity Debt permitted to be incurred under this Indenture; providedprovided that, howeverwith respect to any agreement governing such other Additional Parity Debt, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company Issuer in any material respect as determined by the Board of Directors of the Company Issuer in their its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to the ABL Credit Agreement as in such clause (2), (4) or (5)effect on the Issue Date; (7g) restrictions on the transfer of assets subject to any restriction with respect Lien permitted under this Indenture imposed by the holder of such Xxxx; (h) restrictions imposed by any agreement to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale sell assets or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary permitted under this Indenture to any Person pending the closing of such sale or dispositionsale; (8) i) restrictions imposed by agreements governing obligations of Foreign Restricted Subsidiaries which are permitted under this Indenture; (j) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9k) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (l) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein); (m) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which Issuer or any of the Restricted Subsidiaries is a party entered into in the ordinary course of business; orprovided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; and (10n) customary restrictions on any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the transfer of assets subject contracts, instruments or obligations referred to a Permitted Lien imposed in clauses (b) through (m) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are no less favorable to the Issuer in any material respect as determined by the holder Board of Directors of the Issuer in its reasonable and good faith judgment than the provisions relating to such Liensencumbrance or restriction contained in agreements referred to in such clauses (b) through (m) above.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any contractual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company toSubsidiary: (a1) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock, Stock owned by the Issuer or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities Subsidiary or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b) make loans or advances or pay any Indebtedness Debt or other obligation owed to the Company Issuer or any other Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividends, distributions or liquidating distributions prior to dividends, distributions or liquidating distributions being paid on Capital Stock shall not be deemed a restriction on the Companyability to make distributions on Capital Stock); (2) to make loans or advances to the Issuer or any other Restricted Subsidiary; or (c3) otherwise to transfer any of its property or assets to the Company Issuer or any other Restricted Subsidiary. (b) Notwithstanding the restrictions in Section 4.8(a), the Issuer may, and may permit any Restricted Subsidiary of the Companyto, except for suffer to exist any such encumbrances encumbrance or restrictions existing under or by reason ofrestriction: (1) applicable lawpursuant to any agreement in effect on the Issue Date (including the Senior Credit Agreement and other documents relating to the Senior Credit Agreement); (2) pursuant to this Indenture, the Notes, any Additional Notes and the Collateral AgreementsSubsidiary Guarantees; (3) customary non-assignment provisions pursuant to an agreement relating to any Debt Incurred by or Capital Stock of any contract or any lease governing a leasehold interest of any Person prior to the date on which such Person became a Restricted Subsidiary and outstanding on such date and not Incurred or created in connection with, or anticipation of, becoming a Restricted Subsidiary; provided that the Incurrence of the Companysuch Debt was permitted under Section 4.9; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable pursuant 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; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issuedeffecting a renewal, assumed refunding, replacement, refinancing or incurred extension of Debt Incurred pursuant to an agreement referred to in clause (2), (41) or (53) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this IndentureSection 4.8(b); provided, however, that the provisions contained in such renewal, refunding, replacement, refinancing or extension agreement relating to such encumbrance or restriction are not materially more restrictive, taken as a whole, than the provisions contained in the agreement being renewed, refunded, replaced, refinanced or extended (as conclusively determined by the Issuer in good faith); (5) in the case of a restriction described in clause (3) of Section 4.8(a), contained in any such Indebtedness are no less favorable security agreement securing Debt of a Restricted Subsidiary otherwise permitted under this Indenture, but only to the Company in any material respect as determined by extent such restrictions restrict the Board of Directors transfer of the Company in their reasonable and good faith judgment than the provisions relating assets or property subject to such security agreement; provided that any such encumbrance or restriction contained is released to the extent the underlying Lien is released or the related Debt repaid; (6) customary restrictions in leases (including finance leases), subleases, licenses, sublicenses, security agreements referred to or mortgages or other purchase money obligations for property acquired in such the ordinary course of business that impose restrictions on the property purchased or leased of the nature described in clause (2), (43) or (5of Section 4.8(a); (7) any restriction Liens permitted to be Incurred pursuant to Section 4.12 that limit the right of the debtor to Dispose of the assets subject to such Liens; (8) with respect to a Restricted Subsidiary Subsidiary, imposed pursuant to an agreement which has been entered into for the sale or disposition Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of Subsidiary; provided that such sale restriction terminates if such transaction is closed or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessabandoned; (9) in bona fide contracts for the sale of any property or assets; provided that such restriction relates only to such property or assets and terminates if such sale is abandoned; (10) any encumbrance or restriction contained in the terms of any Debt or Capital Stock otherwise permitted to be Incurred under this Indenture if the Issuer determines that any such encumbrance or restriction either (i) will not materially affect the Issuer’s ability to make principal or interest payments on the Notes and such restrictions are not materially less favorable to Holders of Notes than is customary in comparable financings or (ii) are not materially more restrictive, taken as a whole, with respect to any Restricted Subsidiary than those in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date or those contained in this Indenture or the Senior Credit Agreement, in each case as determined in good faith by the Board of Directors or an Officer of the Issuer; (11) if such encumbrance or restriction is the result of applicable laws or regulations; (12) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or; (1013) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (14) customary restrictions on provisions restricting assignment of any agreement entered into in the transfer ordinary course of assets subject to a Permitted Lien imposed business; (15) customary net worth provisions contained in real property leases entered into by the holder Issuer and the Restricted Subsidiaries, so long as the Issuer has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of such Liensthe Issuer and the Restricted Subsidiaries to meet their ongoing obligations under this Indenture and the Notes; and (16) customary prohibitions, conditions and restrictions (as determined by the Issuer in good faith) contained in agreements and documents relating to any Qualified Securitization Transaction.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (ai)(a) pay dividends or make any other distributions on to the Company or in respect any of its Restricted Subsidiaries (1) on its Capital Stock, Stock or (2) with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other of its Restricted Subsidiary of the Company; or Subsidiaries or (ciii) transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary of the Company, except for such Subsidiaries. The foregoing shall not restrict encumbrances or restrictions existing under or by reason of: of (1a) Existing Indebtedness as in effect on the date of the Indenture, and any extensions, refinancings, renewals or replacements of any of the foregoing; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no more restrictive than those contained in the initial agreement or instrument, (b) the Indenture, (c) applicable law; , (2) this Indenture, the Notes, any Additional Notes and the Collateral Agreements; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4d) any instrument governing Acquired IndebtednessIndebtedness or Capital Stock of a Person acquired by, or the properties or assets of which Person are 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 or in violation of Section 3.09), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person (including its Subsidiaries), or the properties property or assets of the Person (including its Subsidiaries), so acquired; , (5e) agreements existing any lease, license, conveyance or contract insofar as the provisions thereof restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to such lease, license, conveyance or 57 contract, (f) purchase money obligations for acquired property that impose restrictions of the nature described in clause (iii) above on the Issue Date to property so acquired, (g) Permitted Refinancing Indebtedness, provided that the extent and restrictions contained in the manner agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; Indebtedness being refinanced, (6h) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of of, a Restricted Subsidiary so long as such agreement is not otherwise prohibited by the Indenture; provided that the restrictions contained in such agreement are applicable only to such Restricted Subsidiary pending the closing of or its assets and provided further that such sale or disposition; disposition is otherwise permitted by the terms of the Indenture, (8) i) any agreement to transfer, an option or a right with respect to any property of the Company or any of its Restricted Subsidiaries that imposes restrictions of the nature described in clause (iii) above so long as such agreement to transfer, option or right is not otherwise prohibited by the Indenture, or (j) the New Credit Facility and related documentation as the same is in effect on cash the date of the Indenture and as amended or replaced from time to time; provided that no such amendment or replacement is more restrictive as to the matters enumerated above than the New Credit Facility and related documentation as in effect on the date of the Indenture. Nothing contained in this paragraph shall prevent the Company or any Restricted Subsidiary from incurring any Secured Indebtedness or from restricting the sale or other deposits disposition of property or net worth imposed by customers under contracts entered into in assets that secure such Secured Indebtedness; provided that the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder incurrence of such LiensSecured Indebtedness is otherwise permitted under Section 3.11.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in paragraph (b), the Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to: (a1) pay dividends or make any other distributions on or in respect any Equity Interests of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, to the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary (it being understood that the priority of its Restricted Securities any Preferred Stock in receiving dividends or pay any Indebtedness owed liquidating distributions prior to dividends or liquidating distributions paid on Common Stock shall not be deemed to be a restriction on the Company or any of its Restricted Subsidiariesability to make distributions on Capital Stock); (b2) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the CompanySubsidiary; or (c3) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary. (b) The provisions of the Company, except for such Section 4.10(a) do not apply to any encumbrances or restrictions existing under or by reason of:restrictions (1) applicable law; (2) in the Credit Agreement, this Indenture, the Notes, the Note Guarantees or any Additional Notes and other agreements in effect on the Collateral AgreementsIssue Date; (32) customary non-assignment provisions existing (A) with respect to any Person, or to the property or assets of any contract Person, at the time the Person is acquired by the Company or any lease governing Restricted Subsidiary, or (B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a leasehold interest Restricted Subsidiary, which encumbrances or restrictions are not applicable to any other Person or the property or assets of any other Person; (i) pursuant to customary provisions in agreements and documents relating to the ordinary course sales and transfer of the Company’s products and services, including in any leases, licenses, and other similar agreements entered into in the ordinary course of business; (ii) relating to contracts entered into in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, detract from the value of property or assets of any Restricted Subsidiary in any manner material to any such Restricted Subsidiary; or (iii) on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of the Companybusiness; (4) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (5) pursuant to Purchase Money Debt or Capital Lease obligations permitted by this Indenture that impose encumbrances or restrictions on the property or assets so acquired; (6) (i) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, the Restricted Subsidiary that is permitted by Section 4.13 pending the sale or other disposition; and (ii) limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements, or customary provisions in partnership agreements, limited liability company organizational governance documents, and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar Person; (7) pursuant to customary provisions in joint venture agreements and other similar agreements, relating solely to the relevant joint venture or other similar arrangement; (8) existing under or by reason of applicable law, rule, regulation, order, approval, license, permit or similar restriction or required by any regulatory or governmental authority; (9) (i) that restrict the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or the assignment or transfer of any such lease, license or other contract, (ii) 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 or (iii) that relate to Permitted Liens that limit the right of the debtor to dispose of the assets subject to such Liens; (10) arising under or in connection with any agreement or instrument relating to any Debt permitted to be Incurred after the Issue Date pursuant to Section 4.06; provided that the Company determines that such encumbrance or restriction will not materially affect the Company’s ability to pay principal or interest on the Notes; (11) relating to Debt, Disqualified Equity Interests or Preferred Stock of Foreign Subsidiaries permitted to be Incurred or issued subsequent to the Issue Date pursuant to the provisions of Section 4.06 that impose restrictions solely on the Foreign Subsidiaries party thereto or their Subsidiaries; (12) relating to any instrument governing Acquired IndebtednessDebt 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 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 Person, or the properties property or assets of the Person Person, so acquired; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (1013) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by any extensions, renewals, replacements, amendments, modifications, supplements or refinancings of the holder of contracts, instruments or obligations referred to above in clauses (1) through (12); provided that such Liensextensions, renewals, replacements, amendments, modifications, supplements or refinancings are not materially more restrictive, with respect to encumbrances or restrictions set forth in clause (a) above, taken as a whole, than such encumbrances and restrictions prior to such extensions, renewals, replacements, amendments, modifications, supplements or refinancings.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in Section 3.14(b), the Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (a1) pay dividends or make any other distributions on or in respect of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, Stock to the Company or any of its other Restricted Securities Subsidiary or pay any Indebtedness owed to the Company or any of its other Restricted SubsidiariesSubsidiary; (b2) make loans or advances to, or pay Guarantee any Indebtedness or other obligation owed to obligations of, or make any Investment in, the Company or any other Restricted Subsidiary of the CompanySubsidiary; or (c3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such Subsidiary. (b) Section 3.14(a) will not apply to encumbrances or restrictions existing under or by reason of: (1) applicable law; (2) this the Indenture, the Notes, any Additional Notes and the Collateral Agreements; (3) the indenture governing the 8-3/8% Notes as in effect on the Issue Date, and any amendments or restatements thereof; provided that any amendment or restatement is not materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Date; (4) the Bank Credit Facilities as in effect on the Issue Date, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, that any amendment, restatement, renewal, replacement or refinancing is not materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Date; (5) customary non-assignment provisions of any contract and customary provisions restricting assignment or subletting in any lease governing a leasehold interest of any Restricted Subsidiary, or any customary restriction on the ability of a Restricted Subsidiary of to dividend, distribute or otherwise transfer any asset which secures Indebtedness secured by a Lien, in each case permitted to be Incurred under the CompanyIndenture; (46) any instrument governing Acquired IndebtednessIndebtedness not Incurred in connection with, or in anticipation or contemplation of, the relevant acquisition, merger or consolidation, 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; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5); (7) any restriction restrictions with respect to a Restricted Subsidiary of the Company imposed pursuant to an a binding agreement which has been entered into for the sale or disposition of all Capital Stock or substantially all assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or dispositionbeing sold; (8) customary restrictions imposed on cash the transfer of copyrighted or patented materials or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;intellectual property; or (9) customary provisions an agreement governing Indebtedness Incurred to Refinance the Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in joint venture agreements and other similar agreements entered into Section 3.14(b)(3), (4) or (6); provided, that such Refinancing agreement is not materially more restrictive with respect to such encumbrances or restrictions than those contained in the ordinary course of business; or agreement referred to in such clauses (103), (4) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Liensor (6).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (a) pay dividends or make any other distributions distribution to the Issuer or any of the Restricted Subsidiaries on or in respect of its Capital Stock, Stock or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or pay any Indebtedness owed to the Company Issuer or any of its Restricted Subsidiaries; (b) make loans or advances or pay any Indebtedness or other obligation owed to the Company Issuer or any other of its Restricted Subsidiary of the CompanySubsidiaries; or (c) transfer any of its property the Issuer’s properties or assets to the Company Issuer or any other of its Restricted Subsidiary of the Company, Subsidiaries; except for such encumbrances or restrictions existing under or by reason of: (1i) applicable lawExisting Indebtedness and existing agreements as in effect on the Issue Date; (2ii) this Indenture, the Notes, any Additional Notes and the Collateral Agreementsapplicable law or regulation; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4iii) any instrument governing Acquired IndebtednessDebt and any other agreement or instrument of an acquired Person or any of its Subsidiaries as in effect at the time of acquisition (except to the extent such Indebtedness or other agreement or instrument 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 Person, or the properties property or assets of the Person Person, so acquiredacquired or any of its Subsidiaries; (5iv) agreements existing on the Issue Date to the extent and by reason of customary non-assignment provisions in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts leases entered into in the ordinary course of business; (9v) Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced; (vi) this Indenture, the Notes and the Collateral Documents or the Issuer’s other Indebtedness ranking pari passu with the Notes; provided that except as set forth in clause (vii) below such restrictions are no more restrictive taken as a whole than those imposed by this Indenture, the Notes and the Collateral Documents; (vii) any Indebtedness; provided that the restrictions therein (i) are not materially more restrictive than the agreements governing such Indebtedness as in effect on the Issue Date or (ii) will not affect the Issuer’s ability to make principal or interest payments on the Notes (as determined by the Issuer in good faith); (viii) customary non-assignment provisions in contracts, leases, sub-leases and licenses entered into in the ordinary course of business; (ix) any agreement for the sale or other disposition of a Restricted Subsidiary or any of its assets in compliance with the terms of this Indenture that restricts distributions by that Restricted Subsidiary pending such sale or other disposition; (x) provisions limiting the disposition or distribution of assets or property (including cash) 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 Restricted Investment), and customary provisions in joint venture agreements and other similar agreements applicable to the Equity Interests or Indebtedness of such joint venture, which limitation is applicable only to the assets that are the subject of such agreements; (xi) Liens not prohibited under Section 4.12; (xii) any agreement for the sale of any Subsidiary or its assets that restricts distributions by that Subsidiary (or sale of such Subsidiary’s Equity Interests) pending its sale; provided that during the entire period in which such encumbrance or restriction is effective, such sale (together with any other sales pending) would be permitted under the terms of this Indenture; (xiii) secured Indebtedness otherwise permitted to be incurred by this Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness; (xiv) Purchase Money Indebtedness that imposes restrictions of the type described in clause (c) above on the property so acquired; (xv) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiv) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the Issuer’s good faith judgment, not materially more restrictive as a whole with respect to such encumbrances and restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; (xvi) Indebtedness or other agreements, including, without limitation, agreements described in clause (x) of this paragraph, of any non-Guarantor Subsidiary which imposes restrictions solely on such non-Guarantor Subsidiary and its Subsidiaries; or (xvii) any restriction on cash or other deposits or net worth imposed by customers, licensors or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Liens.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall Holdings will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of the Company Holdings to: (a1) pay dividends or make any other distributions on or in respect of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, to the Company Stock owned by Holdings or any Restricted Subsidiary of its Restricted Securities or pay any Indebtedness owed to the Company or any of its Restricted SubsidiariesHoldings; (b2) make loans or advances to Holdings or any Restricted Subsidiary of Holdings that owns Capital Stock of such Restricted Subsidiary of Holdings or pay any Indebtedness or other obligation owed to the Company Holdings or any other Restricted Subsidiary of the CompanyHoldings that owns Capital Stock of such Restricted Subsidiary of Holdings; or (c3) transfer any of its property or assets to the Company Holdings or any other Restricted Subsidiary of the CompanyHoldings that owns Capital Stock of such Restricted Subsidiary of Holdings, except for such encumbrances or restrictions existing under or by reason of: (1a) applicable law; (2b) this Indenture, the Notes, any Additional Notes and the Collateral AgreementsGuarantees; (c) the Credit Agreement and the loan and security documents relating thereto; (d) in the case of clause (3) above, (A) agreements or instruments that restrict in a customary non-manner the subletting, assignment provisions or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) any lease governing a leasehold interest transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of Holdings, or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) provisions arising or agreed to in the ordinary course of business, not relating to any Indebtedness, that do not, individually or in the Companyaggregate, detract from the value of property or assets of Holdings or any of its Restricted Subsidiaries in any manner material to Holdings or any of its Restricted Subsidiaries; (4e) any agreement or 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; (5f) agreements or instruments existing on the Issue Date to the extent and in the manner such agreements encumbrances and restrictions are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6g) an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, any Restricted Subsidiary of Holdings or provisions with respect to the disposition or distribution of assets or property in joint venture agreements or other similar agreements or arrangements entered into in the ordinary course of business; (h) 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; (i) provisions in agreements or instruments relating to Purchase Money Indebtedness or Capitalized Lease Obligations incurred in compliance with Section 4.9 hereof that impose restrictions of the nature described in clause (3) above on the property acquired; (j) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business; (k) restrictions on the ability of any Foreign Restricted Subsidiary to make dividends or other distributions resulting from the operation of reasonable financial covenants contained in documentation governing Indebtedness of such Subsidiary permitted under this Indenture; (l) restrictions in other Indebtedness incurred in compliance with Section 4.9 hereof; PROVIDED that such restrictions, taken as a whole, are, in the good faith judgment of Holdings' Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clauses (b), (c) and (f) above (m) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; or (n) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2b), (4e), (f), (i), (k) or (5l) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indentureabove; providedPROVIDED, howeverHOWEVER, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company Issuers in any material respect as determined by the Board of Directors of the Company Holdings in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2b), (4e), (f), (i), (k) or (5l); (7) . Nothing contained in this Section 4.8 shall prevent Holdings or any restriction with respect of its Restricted Subsidiaries from creating, incurring, assuming or suffering to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into exist any Liens otherwise permitted in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such LiensSection 4.12 hereof.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not cause or permit any Restricted Subsidiary to, and each of its Restricted Subsidiaries tothe Guarantors will not, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to: (ai) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, Stock or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (bii) make loans or advances or pay any Indebtedness or other obligation owed to any Guarantor, the Company or any other Restricted Subsidiary of the Company; orSubsidiary; (ciii) transfer make loans or advances to any of its property or assets to Guarantor, the Company or any other Restricted Subsidiary Subsidiary; or (iv) transfer any of its properties or assets to any Guarantor, the Company, except for such encumbrances Company or restrictions existing under or by reason ofany other Restricted Subsidiary. (b) Section 4.12(a) will not apply to: (1) encumbrances or restrictions imposed by applicable law, this Agreement or the Security Documents; (2) this Indentureany encumbrances or restrictions created under any agreements with respect to Indebtedness of any Guarantor, the NotesCompany or a Restricted Subsidiary permitted to be incurred subsequent to the Effective Date pursuant to Section 4.06; provided that, any Additional Notes and in the Collateral Agreementsjudgment of the Company, such encumbrances or restrictions on such payments described in Sections 4.12(a)(i) through (iv) will not materially impair the Company’s ability to make payment pursuant to this Agreement when due; (3) customary non-assignment provisions of encumbrances or restrictions contained in any contract or any lease governing a leasehold interest of any Restricted Subsidiary of agreement in effect on the CompanyEffective Date, including the 8.875% Notes Indenture; (4) with respect to restrictions or encumbrances referred to in Section 4.12(a)(iv), encumbrances and restrictions: (A) that restrict in a customary manner the subletting, assignment, disposition or transfer of any properties or assets that are subject to a lease, license, conveyance or other similar agreement to which any Guarantor, the Company or any Restricted Subsidiary is a party; and (B) contained in operating leases for real property and restricting only the subletting, assignment, disposition or transfer of such real property upon the occurrence and during the continuance of a default in the payment of rent; (5) encumbrances or restrictions contained in any agreement or other instrument governing Acquired Indebtednessof a Person acquired by any Guarantor, the Company or any Restricted Subsidiary in effect at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the properties property or assets of the Person and its Subsidiaries, so acquired; (56) agreements existing on encumbrances or restrictions contained in contracts for sales of Capital Stock or assets permitted by the Issue Date provisions of Section 4.08 and Section 5.01 with respect to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred assets or Capital Stock to Refinance the Indebtedness issued, assumed or incurred be sold pursuant to an agreement referred such contract or in customary merger or acquisition agreements (or any option to in clause (2), (4enter into such contract) for the purchase or (5) above and (ii) governing acquisition of Capital Stock or assets or any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined Company’s Subsidiaries by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5)another Person; (7) any restriction with respect to restrictions or encumbrances referred to in Section 4.12(a)(iv), any customary encumbrances or restrictions pertaining to any asset or property subject to a Restricted Subsidiary imposed pursuant Lien to an agreement entered into for the sale or disposition of all or substantially all extent set forth in the Capital Stock or assets of security document governing such Restricted Subsidiary pending the closing of such sale or dispositionLien; (8) encumbrances or restrictions imposed by applicable law or regulation or by governmental licenses, concessions, franchises or permits; (9) any encumbrances or restrictions existing under any agreement that extends, renews, amends, modifies, restates, supplements, refunds, refinances or replaces the agreements containing the encumbrances or restrictions in clauses (1) through (8) and clauses (10) through (13) of this Section 4.12(b); provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable, taken as a whole, to Holders than those under or pursuant to the agreement so extended, renewed, amended, modified, restated, supplemented, refunded, refinanced or replaced; (10) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (911) customary provisions encumbrances or restrictions in joint venture agreements and other similar agreements, operating agreements, limited liability company agreements, partnership agreements, or shareholders agreements entered into in the ordinary course of business and in good faith; provided that such encumbrance or restriction is applicable only to the joint venture, limited liability company, partnership or corporation, as applicable; (12) in the case of Section 4.12(a)(iv), customary encumbrances or restrictions in connection with purchase money obligations, mortgage financings and Capitalized Lease Obligations for property acquired in the ordinary course of business; or (1013) any encumbrance or restriction arising by reason of customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Liensnon-assignment provisions in agreements.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (a1) pay dividends or make any other distributions on or in respect of its Capital Stock, ; (2) make loans or with respect to any other interest or participation in, or measured by, its profits, advances to the Company or any of its other Restricted Securities Subsidiary or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except in each case for such encumbrances or restrictions existing under or by reason of: (1a) applicable law, rule, regulation or order; (2b) this Indenture, the Notes, any Additional Notes the Guarantees and the Collateral Agreements; (3c) customary non-assignment provisions of any contract or of any lease governing a leasehold interest of of, or any license held by, any Restricted Subsidiary of the Company; (4d) any instrument governing Capital Stock of a Person acquired by the Company or by any Restricted Subsidiary of the Company or 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; (5i) agreements the 8 3/4% Senior Notes Indenture or any other indenture governing debt securities that are permitted to be incurred hereunder and are no more restrictive, taken as a whole, with respect to dividend and other payment restrictions affecting Restricted Subsidiaries than those contained in the 8 3/4% Senior Notes Indenture or (ii) any other agreement existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including ; (f) the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6g) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell or dispose of assets or Capital Stock, which sale or disposition is permitted under this Indenture, pending the closing of such sale or disposition; (i) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) or in licenses or leases or in asset or stock sale agreements or agreements similar to any of the foregoing entered into in the ordinary course of business; (j) restrictions on net worth or on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (k) mortgages, purchase money obligations for property acquired in the ordinary course of business or Capitalized Lease Obligations that impose restrictions of the nature described in clause (c) above on the property acquired with such Indebtedness; and (l) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issuedamending, assumed supplementing, modifying, restating, renewing, replacing, substituting, refinancing, increasing, refunding, extending, deferring or incurred pursuant to restructuring an agreement referred to in clause clauses (2b), (4d), (e) or (5) above and (iig) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indentureabove; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness agreement are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause clauses (2b), (4d), (e) or and (5g); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Liens.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to: (a1) pay dividends or make any other distributions on or in respect of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b2) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1A) applicable law; (2B) the Notes or this Indenture, the Notes, any Additional Notes and the Collateral Agreements; (3C) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the CompanyCompany entered into in the ordinary course of business; (4D) 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; (5E) the New Credit Facility; (F) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6G) an restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (H) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (iI) any agreement or instrument governing Indebtedness incurred to Refinance the Indebtedness issued, assumed Capital Stock of any Person that is acquired; (J) any Purchase Money Note or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above and (ii) governing any other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (K) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Company Issue Date or any Restricted Subsidiary permitted to be issued or incurred under this Indenture; provided, however, PROVIDED that the provisions relating to such encumbrance or restriction contained in any such Indebtedness restrictions are no less favorable ordinary and customary with respect to the Company in any material respect as determined by type of Indebtedness being incurred or Preferred Stock being issued (under the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5relevant circumstances); (7L) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;; and (9M) customary provisions 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 joint venture agreements 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 (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other similar agreements entered into payment restrictions than those contained in the ordinary course of business; or (10) customary dividend or other payment restrictions on the transfer of assets subject prior to a Permitted Lien imposed by the holder of such Liensamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in paragraph (b), the Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to: (a1) pay dividends or make any other distributions on or in respect any Equity Interests of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, to the Restricted Subsidiary owned by the Company or any other Restricted Subsidiary (it being understood that the priority of its Restricted Securities any Preferred Stock in receiving dividends or pay any Indebtedness owed liquidating distributions prior to dividends or liquidating distributions paid on Common Stock shall not be deemed to be a restriction on the Company or any of its Restricted Subsidiariesability to make distributions on Capital Stock); (b2) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the CompanySubsidiary; or (c3) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary. (b) The provisions of the Company, except for such Section 4.10(a) do not apply to any encumbrances or restrictions existing under or by reason of:restrictions (1) applicable law; (2) in this Indenture, the Notes, the Note Guarantees or any Additional Notes and other agreements in effect on the Collateral AgreementsIssue Date; (32) customary non-assignment provisions existing (A) with respect to any Person, or to the property or assets of any contract Person, at the time the Person is acquired by the Company or any lease governing Restricted Subsidiary, or (B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a leasehold interest Restricted Subsidiary, which encumbrances or restrictions are not applicable to any other Person or the property or assets of any other Person; (i) pursuant to customary provisions in agreements and documents relating to the ordinary course sales and transfer of the Company’s products and services, including in any leases, licenses, and other similar agreements entered into in the ordinary course of business; (ii) relating to contracts entered into in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, detract from the value of property or assets of any Restricted Subsidiary in any manner material to any such Restricted Subsidiary; or (iii) on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of the Companybusiness; (4) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary; (5) pursuant to Purchase Money Debt or Capital Lease obligations permitted by this Indenture that impose encumbrances or restrictions on the property or assets so acquired; (6) (i) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, the Restricted Subsidiary that is permitted by Section 4.13 pending the sale or other disposition; and (ii) limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements, or customary provisions in partnership agreements, limited liability company organizational governance documents, and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company or similar Person; (7) pursuant to customary provisions in joint venture agreements and other similar agreements, relating solely to the relevant joint venture or other similar arrangement; (8) existing under or by reason of applicable law, rule, regulation, order, approval, license, permit or similar restriction or required by any regulatory or governmental authority; (9) (i) that restrict the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or the assignment or transfer of any such lease, license or other contract, (ii) 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 or (iii) that relate to Permitted Liens that limit the right of the debtor to dispose of the assets subject to such Liens; (10) arising under or in connection with any agreement or instrument relating to any Debt permitted to be Incurred after the Issue Date pursuant to Section 4.06; provided that the Company determines that such encumbrance or restriction will not materially affect the Company’s ability to pay principal or interest on the Notes; (11) relating to Debt, Disqualified Equity Interests or Preferred Stock of Foreign Subsidiaries permitted to be Incurred or issued subsequent to the Issue Date pursuant to the provisions of Section 4.06 that impose restrictions solely on the Foreign Subsidiaries party thereto or their Subsidiaries; (12) relating to any instrument governing Acquired IndebtednessDebt 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 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 Person, or the properties property or assets of the Person Person, so acquired; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (1013) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by any extensions, renewals, replacements, amendments, modifications, supplements or refinancings of the holder of contracts, instruments or obligations referred to above in clauses (1) through (11); provided that such Liensextensions, renewals, replacements, amendments, modifications, supplements or refinancings are not materially more restrictive, with respect to encumbrances or restrictions set forth in clause (a) above, taken as a whole, than such encumbrances and restrictions prior to such extensions, renewals, replacements, amendments, modifications, supplements or refinancings.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective or enter into any encumbrance or restriction on the ability of any such Restricted Subsidiary of the Company to: (a1) pay dividends or make any other distributions on or in respect of its Capital StockInterests owned by the Company or any Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or pay any Indebtedness Debt or other obligations owed to the Company or any Restricted Subsidiary (it being understood that the priority of its Restricted Subsidiariesany Preferred Interests in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Interests shall not be deemed a restriction on the ability to make distributions in Capital Interests); (b2) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the CompanyCompany or any Restricted Subsidiary to other Debt Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (c3) sell, lease or transfer any of its property or assets to the Company or any other Restricted Subsidiary of Subsidiary. (b) Section 4.12(a) will not apply to the Company, except for such following encumbrances or restrictions (including those existing under or by reason of:): (1) applicable lawcontractual encumbrances or restrictions pursuant to any Debt Facilities and related documentation and other agreements or instruments in effect at or entered into on the Issue Date; (2) any encumbrance or restriction under this Indenture, the NotesSecurity Documents, any Additional the Notes and the Collateral AgreementsNote Guarantees; (3) customary non-assignment provisions any encumbrance or restriction existing at the time of the acquisition of property, so long as the encumbrances or restrictions relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof); (4) any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary of the Company on or after the Issue Date, which is in existence at the time such Person becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary or merging with or into a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any contract Person other than such Person or the property or assets of such Person; (5) any lease encumbrance or restriction pursuant to an agreement effecting a permitted renewal, refunding, replacement, refinancing or extension of Debt issued pursuant to an agreement containing any encumbrance or restriction referred to in the foregoing clauses (1) through (4), so long as such encumbrances and restrictions contained in any such agreement are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in the agreements governing a leasehold interest of any Restricted Subsidiary the Debt being renewed, refunded, replaced, refinanced or extended in the good faith judgment of the Company; (46) customary provisions restricting subletting or assignment of any lease, sublease, contract, or license of the Company or any Restricted Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder; (7) any encumbrance or restriction by reason of applicable law, rule, regulation, order, approval, license, permit or similar restriction; (8) any encumbrance or restriction in connection with the sale of assets or Capital Interests, including, without limitation, any agreement for the sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition; (9) restrictions on cash and other deposits or net worth imposed by customers or suppliers under contracts entered into the ordinary course of business; (10) encumbrances and restrictions under any instrument governing Acquired IndebtednessDebt or Capital Interests of a Person acquired by the Company or any of the Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Capital Interests were Incurred or issued 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 Person, or the properties property or assets of the Person Person, so acquired; provided that, in the case of Debt, such Debt was permitted by the terms of this Indenture to be Incurred; (511) encumbrances or restrictions that are customary provisions in joint venture agreements, asset sale agreements, stock sale agreements, sale leaseback agreements existing on and other similar agreements; (12) encumbrances and restrictions arising in respect of purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business permitted under this Indenture, in each case, to the extent such restrictions and encumbrances limit the right of the debtor to dispose of assets subject to such Liens and apply to the property so acquired (and proceeds thereof); (13) Liens securing Debt or other obligations otherwise permitted to be Incurred under this Indenture, including pursuant to the provisions of Section 4.10 that limit the right of the debtor to dispose of assets subject to such Liens; (14) encumbrances or restrictions relating to any Non-Recourse Receivable Subsidiary Debt or any other contractual requirements in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivable Subsidiary or the accounts receivable and related assets described in the definition of Qualified Receivables Transaction which are subject to such Qualified Receivables Transaction; (15) any other agreement governing Debt entered into after the Issue Date in compliance with Section 4.09 that contains encumbrances and restrictions that are not materially more restrictive, taken as a whole, with respect to the extent and in the manner such agreements are any Restricted Subsidiary than those in effect on the Issue Date, including Date with respect to that Restricted Subsidiary pursuant to any agreements in effect on the Credit Agreement, Issue Date or that do not materially affect the Intercreditor Agreement and Company’s ability to make anticipated principal or interest payments on the indenture governing the 9% Coinmach Corp. Notes; (616) an agreement (i) governing Indebtedness incurred to Refinance restrictions on the Indebtedness issuedsale, assumed lease or incurred pursuant to an agreement referred transfer of property or assets arising or agreed to in clause (2)the ordinary course of business, (4) not relating to any Debt, and that do not, individually or (5) above and (ii) governing any other Indebtedness in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable manner material to the Company in any material respect and the Restricted Subsidiaries, taken as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5);a whole; and (717) encumbrances or restrictions arising under deferred compensation arrangements or any restriction “rabbi trust” formed in connection with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of any such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Liensarrangement.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (a1) pay dividends or make any other distributions on or in respect of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1a) applicable law, rule or regulation; (2b) this Indenture, the Notes, any Additional Notes and the Collateral Agreements; (3c) customary non-assignment provisions of any contract lease or any lease governing a leasehold interest license of any Restricted Subsidiary of the CompanyCompany to the extent such provisions restrict the transfer of the lease or license or the property leased or licensed thereunder; (4d) 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; (5e) the Credit Agreement (and all replacements or substitutions thereof on terms no more adverse to the Holders and no less favorable or more onerous to the Company and its Restricted Subsidiaries) and the Collateral Agreements; (f) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including Date (and all replacements or substitutions thereof on terms no more adverse to the Credit Agreement, Holders and no less favorable or more onerous to the Intercreditor Agreement Company and the indenture governing the 9% Coinmach Corp. Notesits Restricted Subsidiaries); (6g) restrictions on the transfer of assets subject to any Lien permitted under this Indenture; (h) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (i) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (j) restrictions contained in the terms of the Purchase Money Indebtedness or Capitalized Lease Obligations not incurred in violation of this Indenture; provided, that such restrictions relate only to the assets financed with such Indebtedness; (k) restrictions in other Indebtedness incurred in compliance with Section 4.08; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Company’s Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clauses (b), (e) and (f) above; (l) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business; (m) restrictions on the ability of any Foreign Restricted Subsidiary to make dividends or other distributions resulting from the operation of covenants contained in documentation governing Indebtedness of such Subsidiary permitted under this Indenture; or (n) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2b), (4d), (e) or (5f) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indentureabove; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2b), (4d), (e) or (5f); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Liens.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary (other than the Guarantors) to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of (other than the Company Guarantors) to: (a1) pay dividends or make any other distributions on or in respect of its Capital Stock, Stock (or with respect to any other interest or participation in, or measured by, its profits, ) to the Company or any Restricted Subsidiary (it being understood that the priority of its Restricted Securities 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) pay any Indebtedness liabilities owed to the Company or any of its Restricted SubsidiariesSubsidiary; (b3) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the CompanyCompany or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (c4) sell, lease or transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the Company, except for such Subsidiary. (b) Section 4.10(a) will not apply to encumbrances or restrictions existing under or under, by reason ofof or with respect to: (1) applicable lawthe Existing Indebtedness or any other agreements in effect on the Issue Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings, taken as a whole, are not, as determined by the Company or a direct or indirect parent of the Company in good faith, materially more restrictive than those contained in the Existing Indebtedness or such other agreements, as the case may be, as in effect on the Issue Date; (2) this Indenture, the Notes, any Additional Notes and the Collateral AgreementsNote Guarantees and other documents relating to this Indenture, the Notes or the Note Guarantees; (3) customary non-assignment provisions of any contract applicable law, rule, regulation or any lease governing a leasehold interest of any Restricted Subsidiary of the Companyorder; (4) any agreement or other instrument governing Acquired Indebtednessof a Person acquired by or merged or consolidated with or into the Company or any Restricted Subsidiary that was in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person Person, so acquired; (5) customary encumbrances or restrictions contained in contracts or agreements existing on for the Issue Date sale of assets applicable to the extent and in the manner such agreements are in effect on the Issue Dateassets pending consummation of such sale, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5); (7) any restriction customary restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or dispositionSubsidiary; (8) 6) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (7) encumbrances or 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, (x) detract from the value of the property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary or (y) affect the Company’s ability to make anticipated principal or interest payment on the Notes in any material respect (in each case as determined by the Company or a direct or indirect parent of the Company in good faith); (8) encumbrances or restrictions that restrict distributions or transfers by a Restricted Subsidiary if such restrictions exist under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, that Restricted Subsidiary and are pending such sale or other disposition; (9) customary provisions contained in leases, licenses, contracts and other similar agreements entered into in the ordinary course of business to the extent imposing restrictions of the type described in clause (4) of Section 4.10(a) on the property subject to such lease; (10) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; orbusiness and which the Board of Directors of the Company or a direct or indirect parent of the Company determines in good faith will not adversely affect the Company’s ability to make payments of principal or interest on the Notes; (1011) Secured Indebtedness otherwise permitted to be Incurred pursuant to Section 4.03 and Section 4.06 to the extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; (12) any agreement or instrument relating to Indebtedness, Disqualified Stock or Preferred Stock of the Company or a Restricted Subsidiary permitted to be Incurred under this Indenture following the Issue Date if (A) the encumbrances or restrictions are not materially more disadvantageous to the Holders than is customary in comparable financings (as determined in good faith by the Company or a direct or indirect parent of the Company) and (B) either (x) the Company determines that such encumbrance or restriction will not adversely affect the Company’s ability to make principal and interest payments on the Notes as and when they come due or (y) such encumbrances and restrictions only apply during the continuance of a default in respect of a payment or financial maintenance covenant default in respect of such Indebtedness; (13) customary provisions in (x) joint venture agreements entered into in the ordinary course of business with respect to the Equity Interests subject to the joint venture and (y) operating or other similar agreements, asset sale agreements and stock sale agreements entered into in connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements; (14) purchase money obligations for property acquired, IRUs and Finance Lease Obligations in the ordinary course of business to the extent imposing restrictions on the transfer property so acquired; (15) any encumbrance or restriction of assets subject a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to a Permitted Lien imposed such Receivables Subsidiary and its assets; (16) other Indebtedness, Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary that is Incurred subsequent to the Issue Date pursuant Section 4.03; provided that such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Company’s ability to make anticipated principal or interest payment on the Notes (as determined by the holder Company or a direct or indirect parent of the Company in good faith); (17) Permitted Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that 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 or a direct or indirect parent of the Company in good faith); (18) Indebtedness of non-Guarantor Subsidiaries permitted to be Incurred pursuant to the provisions of Section 4.03; and (19) any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (18) above; provided that such Liensamendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company or a direct or indirect parent of the Company, not materially more restrictive as a whole with respect to such encumbrances or restrictions than prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (a) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, Stock or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or , (c) make loans or advances to, or any investment in, the Company or any other Restricted Subsidiary of the Company, (d) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the Company or (e) guarantee any Indebtedness of the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: of (1i) applicable law; , (2) this Indenture, the Notes, any Additional Notes and the Collateral Agreements; (3ii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of the Company or any Restricted Subsidiary of the Company; , (4iii) customary restrictions on transfers of property subject to a Lien permitted under this Indenture which could not materially adversely affect the Company's ability to satisfy its obligations under this Indenture and the Securities, (iv) any agreement or other instrument governing Acquired Indebtednessof a person acquired by the Company or any Restricted Subsidiary of the Company (or a Restricted Subsidiary of such person) in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Personperson, or the properties or assets of any Personperson, other than the Person person, or the properties or assets of the Person person, so acquired; , (5v) provisions contained in agreements existing on or instruments relating to Indebtedness which prohibit the Issue Date to transfer of all or substantially all of the extent assets of the obligor thereunder unless the transferee shall assume the obligations of the obligor under such agreement or instrument, (vi) encumbrances and in the manner such restrictions under and as contemplated by agreements are governing Indebtedness in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement Date and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed encumbrances and restrictions in permitted refinancing or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness replacements thereof which are no less favorable to the Company in any material respect as determined by the Board of Directors Holders of the Company in their reasonable and good faith judgment Securities than the provisions relating to such encumbrance or restriction those contained in agreements referred to in such clause the Indebtedness so refinanced or replaced and (2), (4) or (5); (7vii) any restriction Accounts Receivable Subsidiary in connection with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Liensany Accounts Receivable Transaction.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (a1) pay dividends or make any other distributions on or in respect of its Capital Stock, ; (2) make loans or with respect to any other interest or participation in, or measured by, its profits, advances to the Company or any of its other Restricted Securities Subsidiary or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except in each case for such encumbrances or restrictions existing under or by reason of: (1a) applicable law; (2b) this Indenture, the Notes, any Additional Notes the Guarantees and the Collateral AgreementsSecurity Documents; (3c) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the CompanyCredit Agreement and the security agreements and other collateral documents relating thereto; (4d) any agreement or 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; (5e) agreements existing on the Issue Date to the extent and in the manner such agreements encumbrances and restrictions are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6f) restrictions on the transfer of assets subject to any Lien permitted by this Indenture imposed by the holder of such Lien; (g) restrictions imposed by any agreement to sell assets or Capital Stock permitted by this Indenture to any Person pending the closing of such sale; (h) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (A) agreements or instruments that restrict the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture or (C) provisions arising or agreed to in the ordinary course of business not relating to any Indebtedness that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any of its Restricted Subsidiaries in any manner material to the Company or any of its Restricted Subsidiaries; (j) restrictions contained in the terms of Purchase Money Indebtedness or Capitalized Lease Obligations not incurred in violation of this Indenture; provided that such restrictions relate only to the property financed with such Indebtedness, and restrictions contained in the terms of any other Indebtedness not incurred in violation of this Indenture; (k) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any Capital Stock of a Person other than on a pro rata basis; and (l) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause clauses (2), b) through (4f) or (5) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indentureabove; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause clauses (2b) through (f). Nothing contained in this Section 4.8 shall prevent the Company or any of its Restricted Subsidiaries from creating, (4) incurring, assuming or (5); (7) suffering to exist any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into Liens otherwise permitted in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such LiensSection 4.12 hereof.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company and the Guarantors shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to: (ai) pay dividends dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, Stock or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (bii) make loans or advances or pay any Indebtedness or other obligation owed to any Guarantor, the Company or any other Restricted Subsidiary of the Company; orSubsidiary; (ciii) transfer make loans or advances to any of its property or assets to Guarantor, the Company or any other Restricted Subsidiary Subsidiary; or (iv) transfer any of its properties or assets to any Guarantor, the Company, except for such encumbrances Company or restrictions existing under or by reason ofany other Restricted Subsidiary. (b) Section 4.12(a) will not apply to: (1) encumbrances or restrictions imposed by applicable law, this Agreement or the Security Documents; (2) this Indentureany encumbrances or restrictions created under any agreements with respect to Indebtedness of any Guarantor, the NotesCompany or a Restricted Subsidiary permitted to be incurred subsequent to the Issue Date pursuant to Section 4.06; provided that, any Additional Notes and in the Collateral Agreementsjudgment of the Company, such encumbrances or restrictions on such payments described in Sections 4.12(a)(i) through (iv) will not materially impair the Company's ability to make payment pursuant to this Agreement when due; (3) customary non-assignment provisions of any contract encumbrances or restrictions contained in the TIP Notes Indenture or any lease governing a leasehold interest of any Restricted Subsidiary of other agreement in effect on the CompanyTIP Notes Issue Date; (4) with respect to restrictions or encumbrances referred to in Section 4.12(a)(iv), encumbrances and restrictions: (A) that restrict in a customary manner the subletting, assignment, disposition or transfer of any properties or assets that are subject to a lease, license, conveyance or other similar agreement to which any Guarantor, the Company or any Restricted Subsidiary is a party; and (B) contained in operating leases for real property and restricting only the subletting, assignment, disposition or transfer of such real property upon the occurrence and during the continuance of a default in the payment of rent; (5) encumbrances or restrictions contained in any agreement or other instrument governing Acquired Indebtednessof a Person acquired by any Guarantor, the Company or any Restricted Subsidiary in effect at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the properties property or assets of the Person and its Subsidiaries, so acquired; (56) agreements existing on encumbrances or restrictions contained in contracts for sales of Capital Stock or assets permitted by the Issue Date provisions of Section 4.08 and Section 5.01 with respect to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred assets or Capital Stock to Refinance the Indebtedness issued, assumed or incurred be sold pursuant to an agreement referred such contract or in customary merger or acquisition agreements (or any option to in clause (2), (4enter into such contract) for the purchase or (5) above and (ii) governing acquisition of Capital Stock or assets or any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined Company's Subsidiaries by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5)another Person; (7) any restriction with respect to restrictions or encumbrances referred to in Section 4.12(a)(iv), any customary encumbrances or restrictions pertaining to any asset or property subject to a Restricted Subsidiary imposed pursuant Lien to an agreement entered into for the sale or disposition of all or substantially all extent set forth in the Capital Stock or assets of security document governing such Restricted Subsidiary pending the closing of such sale or dispositionLien; (8) encumbrances or restrictions imposed by applicable law or regulation or by governmental licenses, concessions, franchises or permits; (9) any encumbrances or restrictions existing under any agreement that extends, renews, amends, modifies, restates, supplements, refunds, refinances or replaces the agreements containing the encumbrances or restrictions in clauses (1) through (8) above and clauses (10) through (13) below; provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable, taken as a whole, to Holders than those under or pursuant to the agreement so extended, renewed, amended, modified, restated, supplemented, refunded, refinanced or replaced; (10) encumbrances or restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (911) customary provisions encumbrances or restrictions in joint venture agreements and other similar agreements, operating agreements, limited liability company agreements, partnership agreements, or shareholders agreements entered into in the ordinary course of business and in good faith; provided that such encumbrance or restriction is applicable only to the joint venture, limited liability company, partnership or corporation, as applicable; (12) in the case of Section 4.12(a)(iv), customary encumbrances or restrictions in connection with purchase money obligations, mortgage financings and Capitalized Lease Obligations for property acquired in the ordinary course of business; or (1013) any encumbrance or restriction arising by reason of customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Liensnon-assignment provisions in agreements.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (a1) pay dividends or make any other distributions on or in respect of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the CompanySubsidiary; or (c3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, Subsidiary; except for such encumbrances or restrictions existing under or by reason of: (1a) applicable law, rule, regulation or order; (2b) this Indenture, the Notes, any Additional Notes and the Collateral AgreementsAgreement; (3c) customary non-assignment provisions of any contract contract, license or any lease governing a leasehold interest of any Restricted Subsidiary to the extent such provisions restrict the transfer of the Companylease or the property leased thereunder; (4d) 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; (5e) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6f) an any encumbrance or restriction on a Qualified Container Subsidiary under any agreement entered into in connection with any Qualified Containers Transaction or any related Qualified Containers Indebtedness; (ig) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed any encumbrance or incurred restriction pursuant to an agreement referred in effect or entered into on the Closing Date (and all replacements or substitutions thereof on terms not materially more adverse to in clause (2), (4) or (5) above the Lenders and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no not materially less favorable or materially more onerous to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment its Restricted Subsidiaries than the provisions relating to such encumbrance or restriction those contained in agreements referred the Existing Indebtedness on the Closing Date) (h) restrictions on the transfer of assets subject to in such clause (2), (4) or (5)any Permitted Lien; (7i) any restriction with respect customary agreements (i) to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale sell assets or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary permitted under this Agreement pending the closing of such sale or disposition(ii) relating to the transfer of, or in licenses related to, copyrights, patents or other intellectual property; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9j) customary provisions in joint venture agreements and other similar agreements entered into (in each case relating solely to the ordinary course of business; or (10) customary restrictions on respective joint venture or similar entity or the transfer of assets subject to a Permitted Lien imposed by the holder of such Liens.equity interests therein);

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall Issuer will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to: (a1) pay dividends or make any other distributions permitted by Applicable Law on any Capital Stock of such Restricted Subsidiary owned by the Issuer or in respect of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or Subsidiary; (2) pay any Indebtedness owed to the Company Issuer or any of its other Restricted SubsidiariesSubsidiary; (b3) make loans or advances or pay any Indebtedness or other obligation owed to the Company Issuer or any other Restricted Subsidiary of the CompanySubsidiary; or (c4) transfer any of its property or assets to the Company Issuer or any other Restricted Subsidiary of the CompanySubsidiary, except for such provided, however, that this prohibition shall not apply to any encumbrances or restrictions existing under or by reason ofrestrictions: (1a) applicable law; (2) imposed by this Indenture, the Notes, any Additional Notes the Note Guarantees and the Collateral AgreementsSecurity Documents; (3b) customary non-assignment provisions existing under or by reason of any contract Applicable Law or any lease governing a leasehold interest of any Restricted Subsidiary governmental rule, regulation or order applicable other than solely on account of the Companyaction or inaction of the Issuer or a Restricted Subsidiary; (4c) with respect to any instrument governing Acquired property or assets acquired from a Person which is merged with or into the Issuer or any Restricted Subsidiary, or by reason of any Liens on any property or assets, or relating to or arising under the Indebtedness, which of any Person or other entity existing at the time such Person or other entity becomes a Restricted Subsidiary, or any restriction or encumbrance relating to Indebtedness of any such Person and, in any such case, that is not created as a result of or in connection with or in anticipation of any such transaction, and any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any such encumbrance or restriction, so long as the terms are substantially identical to such encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, (other than the Person or the properties or assets of the Person so acquired; (5) agreements existing on the Issue Date with respect to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2duration thereof), (4) or (5) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that any such Lien created to secure or provide for the provisions relating payment of any part of the purchase price of such Person shall not be permitted by this covenant; provided further, that such Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary (other than improvements, accessions, upgrades, accessories and products and proceeds in respect of the property subject to such Liens at the time of such acquisition); (d) with respect to any property or assets existing at the time of acquisition thereof and which are not created as a result of or in connection with or in anticipation of such acquisition and any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any such encumbrance or restriction, so long as the terms are substantially identical to such encumbrance or restriction (other than with respect to the duration thereof); provided, however, that any such encumbrance or restriction created to secure or provide for the payment of any part of the purchase price of such Person shall not be permitted by this covenant; provided further, that such encumbrance or restriction may not extend to any other property owned by the Issuer or any Restricted Subsidiary; (e) in the case of encumbrances or restrictions addressed under ‎Section 4.1(l)(3) or (4): (i) that exist by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Issuer or any Restricted Subsidiary not otherwise prohibited by this Indenture; (ii) 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 the assignment or transfer of any such lease, license or other contract or contractual right; (iii) contained in mortgages, pledges or other security agreements permitted under this Indenture securing Indebtedness of the Issuer or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; (f) arising or agreed to in the ordinary course of business, not relating to Indebtedness, and that do not, individually or in the aggregate, detract from the value of the property or assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer and its Restricted Subsidiaries; (g) imposed by Purchase Money Obligations for property acquired in the ordinary course of business or by Capitalized Lease Obligations permitted under this Indenture on the property so acquired, but only to the extent that such encumbrances or restrictions restrict the transfer of the property; (h) by reason of Liens that secure Indebtedness otherwise permitted to be Incurred under the provisions of the covenant described under ‎Section 4.1(g) above and that limit the right of the debtor to dispose of the assets subject to such Liens; (i) existing on the Closing Date (including agreements governing Credit Facilities) and any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any such Indebtedness encumbrance or restriction, so long as the terms are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating substantially identical to such encumbrance or restriction contained in agreements referred (other than with respect to in such clause (2), (4) or (5the duration thereof); (7j) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of the Issuer or such Restricted Subsidiary pending the closing of such sale or disposition;; provided that the sale or disposition is permitted under this Indenture; or (8) k) resulting from restrictions on cash or other deposits or net worth other customary requirements imposed by customers or suppliers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Liens.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company (a) VHS Holdco II shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of the Company to: (a1) pay dividends or make any other distributions on its Capital Stock to VHS Holdco II or in respect any of its Capital StockRestricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or pay any Indebtedness owed to the Company VHS Holdco II or any of its Restricted Subsidiaries; (b2) make loans or advances or pay any Indebtedness or other obligation owed to the Company VHS Holdco II or any other of its Restricted Subsidiary of the CompanySubsidiaries; or (c3) sell, lease or transfer any of its property properties or assets to the Company VHS Holdco II or any other of its Restricted Subsidiary of the Company, except for such Subsidiaries. (b) The restrictions in Section 4.06(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of: (1) applicable lawcontractual encumbrances or restrictions in effect on January 29, 2010, including, without limitation, pursuant to Existing Indebtedness, the Credit Agreement and related documentation, Hedging Obligations, the Existing Indenture and the Existing VHS Holdco II Notes; (2) this Indenture, Indenture and the Notes, any Additional Notes and the Collateral Agreements; (3) customary non-assignment provisions purchase money obligations for property acquired in the ordinary course of any contract or any lease governing a leasehold interest of any Restricted Subsidiary business that impose restrictions of the Companynature described in Section 4.06(a)(3) hereof; (4) applicable law or any applicable rule, regulation or order; (5) any agreement or other instrument governing Acquired Indebtednessof a Person acquired by VHS Holdco II or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person Person, so acquired; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred contracts for the sale of assets, including, without limitation, customary restrictions with respect to Refinance the Indebtedness issued, assumed or incurred a Subsidiary pursuant to an agreement referred to in clause (2), (4) or (5) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending Subsidiary; (7) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.07 and 4.10 hereof that limits the closing right of the debtor to dispose of the assets securing such sale or dispositionIndebtedness; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) other Indebtedness of Restricted Subsidiaries that are Guarantors which Indebtedness is permitted to be incurred pursuant to an agreement entered into subsequent to January 29, 2010 in accordance with Section 4.07 hereof; (10) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, including, without limitation, provisions limiting the disposition or distribution of assets or property; provided that such limitations are applicable only to the assets or property that are the subject of such joint venture agreements and are owned by such joint venture; (11) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of VHS Holdco II or any Restricted Subsidiary; (12) customary provisions contained in licenses of intellectual property and other similar agreements entered into in the ordinary course of business; (13) customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (14) customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (15) contracts entered into in the ordinary course of business, not related to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of VHS Holdco II or any Restricted Subsidiary in any manner material to VHS Holdco II or any Restricted Subsidiary; (16) any encumbrances or restrictions of the type referred to in Section 4.06(a)(1), (2) and (3) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in Sections 4.06(b)(1), (2) and (5); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of VHS Holdco II, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; or (1017) customary any encumbrance or restriction of a Securitization Subsidiary effected in connection with a Qualified Securitization Financing; provided that such restrictions on the transfer of assets subject apply only to a Permitted Lien imposed by the holder of such LiensSecuritization Subsidiary.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall Abraxas will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (a) pay dividends or make any other distributions on or in respect of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;, (b) make loans or advances to, or pay any Indebtedness or other obligation owed to the Company to, Abraxas or any other Restricted Subsidiary Subsidiary, (c) guarantee any Indebtedness or any other obligation of the Company; Abraxas or any Restricted Subsidiary, or (cd) transfer any of its property or assets to the Company Abraxas or any other Restricted Subsidiary of the Company(each such encumbrance or restriction, except for such a "Payment Restriction"). The preceding will not apply, however, to encumbrances or restrictions existing under or by reason of: of the following (1which are excluded from the term "Payment Restriction"): (i) applicable law; , (2ii) this Indenture, the Indenture governing the Old Notes, the First Lien Indenture Notes or any Additional Notes and the Collateral Agreements; Security Document, (3iii) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; Subsidiary, (4iv) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Personsuch Restricted Subsidiary, or the properties or assets of any Personsuch Restricted Subsidiary, other than the Person or the properties or assets of the Person so acquired; , (5v) agreements existing on the Issue Date to the extent and in the manner such agreements are were in effect on the Issue Date, including (vi) customary restrictions with respect to a Restricted Subsidiary of Abraxas pursuant to an agreement that has been entered into for the Credit Agreementsale or disposition of Capital Stock or assets of such Restricted Subsidiary to be consummated in accordance with the terms of this Indenture solely in respect of the assets or Capital Stock to be sold or disposed of, (vii) any instrument governing a Permitted Lien, to the Intercreditor Agreement extent and only to the indenture governing extent such instrument restricts the 9% Coinmach Corp. Notes; transfer or other disposition of assets subject to such Permitted Lien, or (6viii) an agreement (i) governing Refinancing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2ii), (4iv) or (5v) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indentureabove; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Refinancing Indebtedness are no less favorable to the Company Holders in any material respect as determined by the Board of Directors of the Company Abraxas in their its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements the applicable agreement referred to in such clause (2ii), (4iv) or (5v); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Liens.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company Issuer to: (a1) pay dividends or make any other distributions on or in respect of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company Issuer or any other Restricted Subsidiary of the CompanyIssuer; or (c3) transfer any of its property or assets to the Company Issuer or any other Restricted Subsidiary of the Company, Issuer; in each case except for such encumbrances or restrictions existing under or by reason of: (1a) applicable law; (2b) this Indenture, the Notes, any Additional Notes and the Collateral Agreementsrelated Guarantees, this Indenture and the Escrow Agreement; (3c) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the CompanyIssuer; (4d) 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; (5e) agreements existing on the Issue Date to the extent and in the manner such agreements are contractual encumbrances or restrictions (i) in effect on the Issue DateDate or (ii) in effect on the Distribution Date on substantially the terms described in the Offering Circular, including those arising under the Credit Agreement, the Intercreditor Agreement Facilities and the indenture governing the 9% Coinmach Corp. Notesany related documentation; (6f) the First Lien Credit Agreement or an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary Additional Parity Debt permitted to be incurred under this Indenture; providedprovided that, howeverwith respect to any agreement governing such Additional Parity Debt, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company Issuer in any material respect as determined by the Board of Directors of the Company Issuer in their its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to the First Lien Credit Agreement as in such clause (2), (4) or (5)effect on the Escrow Release Date; (7g) restrictions on the transfer of assets subject to any restriction with respect Lien permitted under this Indenture imposed by the holder of such Lien; (h) restrictions imposed by any agreement to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale sell assets or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary permitted under this Indenture to any Person pending the closing of such sale or dispositionsale; (8) i) restrictions imposed by agreements governing obligations of Foreign Restricted Subsidiaries which are permitted under this Indenture; (j) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9k) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (l) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; orand (10m) customary restrictions on an agreement governing Indebtedness incurred to Refinance the transfer of assets subject Indebtedness issued, assumed or incurred pursuant to a Permitted Lien imposed an agreement referred to in clauses (b) and (d) through (l) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such agreements are no less favorable to the Issuer in any material respect as determined by the holder Board of Directors of the Issuer in their reasonable and good faith judgment than the provisions relating to such Liensencumbrance or restriction contained in agreements referred to in such clauses (b) and (d) through (l) above.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to: to (ai) pay dividends or make any other distributions permitted by applicable law on or in respect any Capital Stock of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, to such Restricted Subsidiary owned by the Company or any of its other Restricted Securities or Subsidiary, (ii) pay any Indebtedness owed to the Company or any of its other Restricted Subsidiaries; Subsidiary, (biii) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or or (civ) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Closing Date in the New Credit Agreement, this Indenture or any other agreements in effect on the Closing Date, and any amendments, extensions, refinancings, renewals or replacements of such agreements; PROVIDED that the Companyencumbrances and restrictions in any such amendments, except for such extensions, refinancings, renewals or replacements are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of: (1) of applicable law; (2iii) this Indenture, existing with respect to any Person or the Notes, any Additional Notes and property or assets of such Person acquired by the Collateral Agreements; (3) customary non-assignment provisions of any contract Company or any lease governing a leasehold interest Restricted Subsidiary, existing at the time of any Restricted Subsidiary of the Company; (4) any instrument governing Acquired Indebtednesssuch acquisition and not incurred in contemplation thereof, which encumbrance encumbrances or restriction is restrictions are not applicable to any Person, Person or the properties property or assets of any Person, Person other than the such Person or the properties property or assets of the such Person so acquired; (5iv) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in case of clause (2)iv) of the first paragraph of this Section 4.05, (4A) 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, (5B) above and (ii) governing existing by virtue of any other Indebtedness transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary permitted not otherwise prohibited by this Indenture or (C) arising or agreed to be incurred under this Indenture; providedin the ordinary course of business, however, that the provisions not relating to such encumbrance any Indebtedness, and that do not, individually or restriction contained in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any such Indebtedness are no less favorable manner material to the Company in or any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5)Restricted Subsidiary; (7v) any restriction with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of of, such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of businessSubsidiary; or (10vi) contained in the terms of any Indebtedness of a Restricted Subsidiary, or any agreement pursuant to which such Indebtedness was issued, if the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, if the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary restrictions in comparable financings (as determined by the Company) and if the Company determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the transfer Notes. Nothing contained in this Section 4.05 shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09 or (2) restricting the sale or other disposition of property or assets subject to a Permitted Lien imposed by of the holder Company or any of such Liensits Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (a1) pay dividends or make any other distributions on or in respect of its Capital Stock, ; (2) make loans or with respect to any other interest or participation in, or measured by, its profits, advances to the Company or any of its other Restricted Securities Subsidiary or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except in each case for such encumbrances or restrictions existing under or by reason of: (1a) applicable law; (2b) this Indenture, the Notes, any Additional Notes and the Collateral Agreementsany Guarantees; (3c) any Credit Facility; (d) customary non-assignment provisions of any contract contract, license or lease, including any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4e) 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; (5f) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6g) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (i) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (j) purchase money obligations (including any Capitalized Lease Obligations) relating to property acquired in the ordinary course of business; (k) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause clauses (2b), (4) or (5) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Liens.,

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to: (a1) pay dividends or make any other distributions on or in respect of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b2) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1A) applicable law, rule, regulation or order; (2B) the Notes (including the Exchange Notes) or this Indenture, the Notes, any Additional Notes and the Collateral Agreements; (3C) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the CompanyCompany entered into in the ordinary course of business; (4D) any instrument governing Acquired IndebtednessIndebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries, 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; (5E) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the New Credit Agreement, the Intercreditor Agreement Facility and the indenture governing the 9% Coinmach Corp. NotesBridge Facility; (6F) an agreement restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (iG) governing Indebtedness incurred with respect to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (53) above only, restrictions imposed by any agreement to sell assets permitted under this Indenture to any Person pending the closing of such sale; (H) any agreement or instrument governing Capital Stock of any Person that is acquired if such agreement or instrument was entered into prior to the date on which such Person was acquired and not in contemplation of such Person being acquired; (iiI) governing any Securitization Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (J) other Indebtedness outstanding on the Company Issue Date or any Restricted Subsidiary permitted to be issued or incurred under this Indenture; provided, however, provided that any such encumbrances and restrictions with respect to the provisions relating to such encumbrance or restriction Restricted Subsidiaries of the Company contained in any agreement governing such Indebtedness are no less favorable not materially more restrictive with respect to such Restricted Subsidiaries (when taken as a whole) than the Company encumbrances and restrictions contained in agreements in effect on the Issue Date, or, in the case of any material respect as determined by Credit Facility, those contained in the New Credit Facility and the Bridge Facility, and the Board of Directors of the Company determines in their reasonable and good faith judgment than the provisions relating to that any such encumbrance or restriction contained included in agreements referred the agreement governing such Indebtedness will not materially adversely affect the Company’s ability to in such clause make timely payment of interest, premium (2), (4if any) or (5)principal on the Notes when due; (7K) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9L) customary 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 the preceding paragraph; (M) any agreement for the sale or other disposition of all or substantially all of the Capital Stock of a Restricted Subsidiary of the Company (other than Finance Corp. and Xxxx Rental) that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; provided that at the time such agreement is entered into, the Board of Directors of the Company determines in good faith that any such encumbrance or restriction included in such agreement will not materially affect the Company’s ability to make timely payment of interest, premium (if any) or principal on the Notes when due; (N) 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 Board of Directors of the Company, which limitation is applicable only to the assets that are the subject of such agreements; and (O) 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 (N) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the ordinary course good faith judgment of business; or the Board of Directors of the Company (10) customary evidenced by a Board Resolution), whose judgment shall be conclusively binding, not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions on than those contained in the transfer of assets subject dividend or other payment restrictions prior to a Permitted Lien imposed by the holder of such Liensamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in paragraph (b), the Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to: (a1) pay dividends or make any other distributions on or in respect any Equity Interests of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, to the Restricted Subsidiary owned by the Company or any of its other Restricted Securities or Subsidiary, (2) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b) make loans or advances or pay any Indebtedness Debt or other obligation owed to the Company or any other Restricted Subsidiary of Subsidiary, (3) make loans or advances to the Company; Company or any other Restricted Subsidiary, or (c4) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary. (b) The provisions of the Company, except for such paragraph (a) do not apply to any encumbrances or restrictions existing under or by reason of:restrictions (1) applicable law; (2) this Indenture, the Notes, any Additional Notes and the Collateral Agreements; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements existing on the Issue Date to the extent and in the manner such Credit Agreement, the Indenture or any other agreements are in effect on the Issue Date, including and any extensions, renewals, replacements or refinancings of any of the Credit Agreementforegoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Intercreditor Agreement and Noteholders than the indenture governing the 9% Coinmach Corp. Notesencumbrances or restrictions being extended, renewed, replaced or refinanced; (62) an agreement existing (iA) governing Indebtedness incurred with respect to Refinance any Person, or to the Indebtedness issuedproperty or assets of any person, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above and (ii) governing any other Indebtedness of at the time the Person is acquired by the Company or any Restricted Subsidiary, or (B) with respect to any Unrestricted Subsidiary permitted at the time it is designated or is deemed to be incurred under this Indenture; providedbecome a Restricted Subsidiary, howeverwhich encumbrances or restrictions (i) are not applicable to any other Person or the property or assets of any other Person and (ii) were not put in place in anticipation of such event and any extensions, that renewals, replacements or refinancings of any of the provisions relating to such encumbrance foregoing, provided the encumbrances and restrictions in the extension, renewal, replacement or restriction contained in any such Indebtedness are refinancing are, taken as a whole, no less favorable to the Company in any material respect as determined by to the Board of Directors Noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (3) of the Company type described in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2a), (4) arising or (5); (7) any restriction with respect agreed to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; business (9A) that restrict in a customary provisions in joint venture agreements and other similar agreements entered into in manner the ordinary course of business; or (10) customary restrictions on the subletting, assignment or transfer of assets any property or asset that is subject to a Permitted lease or license or (B) by virtue of any Lien imposed by on, or agreement to transfer, option or similar right with respect to any property or assets of, the holder of such Liens.Company or any Restricted Subsidiary;

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in Section 3.17(b), the Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (ai) pay dividends or make any other distributions on or in respect of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, Stock to the Company or any of its other Restricted Securities Subsidiary or pay any Indebtedness owed to the Company or any of its other Restricted SubsidiariesSubsidiary; (bii) make loans or advances to, or pay Guarantee any Indebtedness or other obligation owed to obligations of, or make any Investment in, the Company or any other Restricted Subsidiary of the CompanySubsidiary; or (ciii) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such Subsidiary. (b) Section 3.17(a) shall not apply to encumbrances or restrictions existing under or by reason of: (1i) applicable law, rule, regulation or order, including encumbrances or restrictions imposed by any gaming authority or contained in any Gaming License; (2ii) this Indenture, the Notes, any Additional Notes and the Collateral AgreementsSubsidiary Guarantees or the Security Documents; (3iii) customary non-assignment provisions the terms of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4A) any instrument governing Acquired IndebtednessIndebtedness (i) outstanding on the Issue Date and (ii) where such encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant, which the encumbrance or restriction is not applicable materially more disadvantageous to any Person, or the properties or assets of any Person, other than the Person or the properties or assets Holders of the Person so acquiredNotes than is customary in comparable financings (as determined by the Company in good faith) and in respect of which the Company delivers an Officer’s Certificate to the Trustee to the effect that such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes and (B) the second priority Lien on the Coquimbo Real Estate and the Pucón Real Estate in favor of the holders of the Chilean Bonds; (5iv) agreements existing on the Issue Date terms of any binding agreement with respect to the extent and in the manner such agreements are any Restricted Subsidiary relating to its Capital Stock or assets in effect on the Issue Date, including and any amendments or restatements thereof; provided that any amendment or restatement is not materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. NotesIssue Date; (6v) an agreement restrictions on the disposition or transfer of assets subject to any Permitted Lien; (ivi) governing Indebtedness incurred to Refinance customary provisions restricting the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above and (ii) governing any other Indebtedness ability of the Company or any Restricted Subsidiary permitted to be incurred under undertake any action described in clauses (a)(i) through (a)(iii) of this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4Section 3.17(b) or (5); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; orbusiness and with the approval of the Company’s Board of Directors; (10vii) customary restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business; (viii) customary non-assignment provisions of any license agreement or other contract and customary provisions restricting assignment or subletting in any lease governing a leasehold interest of any Restricted Subsidiary, or any customary restriction on the ability of a Restricted Subsidiary to dividend, distribute or otherwise transfer any asset that is subject to a Lien that secures Indebtedness, in each case permitted to be Incurred under this Indenture; (ix) restrictions with respect to a Restricted Subsidiary imposed pursuant to a binding agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary; provided that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold; (x) customary restrictions imposed on the transfer of assets subject to a Permitted Lien imposed by the holder of such Liens.copyrighted or patented materials;

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any Restricted Subsidiary of its Restricted Subsidiaries the Company (other than a Securitization Special Purpose Entity) to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective effective, any consensual encumbrance or restriction on which, by its terms, restricts the ability of any Restricted Subsidiary of the Company to: (aother than a Securitization Special Purpose Entity) to (i) pay dividends or make any other distributions on or in respect of its any such Restricted Subsidiary's Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities Stock or pay any Indebtedness owed to the Company or any Restricted Subsidiary of its Restricted Subsidiaries; the Company, (bii) make any loans or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or , or (ciii) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or for, in the case of clauses (i), (ii) and (iii) above, any restrictions (a) existing under or by reason of: (1) applicable law; (2) this Indenture, the Notes, Indenture and any Additional Notes and the Collateral Agreements; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements restrictions existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an any agreement referred relating to in clause (2), (4) or (5) above and (ii) governing any other Existing Indebtedness of the Company or any Restricted Subsidiary, (b) pursuant to an agreement relating to Indebtedness incurred by such Restricted Subsidiary permitted prior to be the date on which such Restricted Subsidiary was acquired by the Company and outstanding on such date and not incurred under this Indenturein anticipation of becoming a Restricted Subsidiary, (c) imposed by virtue of applicable corporate law or regulation and relating solely to the payment of dividends or distributions to stockholders, (d) with respect to restrictions of the nature described in clause (iii) above, included in a contract entered into in the ordinary course of business and consistent with past practices that contains provisions restricting the assignment of such contract, (e) pursuant to an agreement effecting a renewal, extension, refinancing, refunding or replacement of Indebtedness referred to in (a) or (b) above; provided, however, that the provisions contained in such renewal, extension, refinancing, refunding or replacement agreement relating to such encumbrance or restriction contained in any such Indebtedness restriction, taken as a whole, are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment not materially more restrictive than the provisions relating to such encumbrance or restriction contained in agreements referred to the agreement the subject thereof, as determined in such clause (2)good faith by the board of directors of the Company, (4) or (5); (7f) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into which shall not in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in aggregate cause the ordinary course of business; or (10) customary restrictions Company not to have the funds necessary to pay the principal of, premium, if any, or interest, including Special Interest, on the transfer Securities of assets subject to a Permitted Lien imposed by the holder of such Liensany series at their Stated Maturity.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (ai)(a) pay dividends or make any other distributions on to the Company or in respect any of its Restricted Subsidiaries on its Capital Stock, Stock or with respect to any other interest or participation in, or measured by, its profits, to the Company profits or any of its Restricted Securities or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other of its Restricted Subsidiary of the Company; or Subsidiaries, (ciii) transfer any of its property or assets properties to the Company or any other of its Restricted Subsidiary Subsidiaries, (iv) grant any Liens in favor of the CompanyHolders of the Notes and the Trustee or (v) guarantee the Notes or any renewals or refinancings thereof, except for such encumbrances or restrictions existing under or by reason of: of (1A) Existing Indebtedness, (B) the Bank Credit Agreement, (C) applicable law; , (2) this Indenture, the Notes, any Additional Notes and the Collateral Agreements; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4D) any instrument governing Acquired IndebtednessIndebtedness 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 Person, or the properties or assets property of the Person Person, so acquired; , provided that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred, (5E) customary non-assignment provisions in leases, licenses, sales agreements existing on the Issue Date or other contracts (but excluding contracts related to the extent and extension of credit) entered into in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement ordinary course of business and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2)consistent with past practices, (4F) or (5) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5); (7) any restriction with respect to a Restricted Subsidiary restrictions imposed pursuant to an a binding agreement entered into for the sale or disposition of all or substantially all of the Capital Stock Equity Interests or assets of any Restricted Subsidiary, provided such Restricted Subsidiary pending restrictions apply solely to the closing of such sale Equity Interests or disposition; assets being sold, (8) G) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions Permitted Liens on the transfer of the assets that are subject to a Permitted Lien imposed by the holder of such Liens, and (H) Permitted Refinancing Indebtedness Incurred to refinance Existing Indebtedness or Indebtedness of the type described in clause (D) above, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, as a whole, than those contained in the agreements governing the Indebtedness being refinanced.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries (other than a Restricted Subsidiary that has executed a Guarantee) to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (a1) pay dividends or make any other distributions on or in respect of its Capital Stock (it 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, or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries); (b2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries; or (c3) transfer any of its property or assets to the Company or any other of its Restricted Subsidiary of Subsidiaries; provided, however, that the Company, except for such preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) applicable law, rule, regulation, order, grant or governmental permit; (2) this Indenture, the Notes, any Additional Notes the Guarantees and the Collateral AgreementsSecurity Agreement; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) the Credit Agreement and other agreements governing existing Indebtedness as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided, that the 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 those agreements on the Issue Date; (6) agreements existing or entered into on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (67) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indentureabove; provided, however, that the provisions relating to such encumbrance or restriction taken as a whole contained in any such Indebtedness are no not materially less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5); (78) purchase money obligations for property acquired in the ordinary course of business or Capitalized Lease Obligations that impose customary restrictions on the property so acquired or leased; (9) any restriction contracts for the sale of assets of capital stock, including, without limitation, customary restrictions with respect to a Restricted Subsidiary imposed of the Company 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 Restricted Subsidiary pending the closing of such sale or dispositionSubsidiary; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in 10) secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.12 and 4.18 that limit the ordinary course right of businessthe debtor to dispose of the assets securing such Indebtedness; (911) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or; (1012) customary net worth and restrictions on transfer, assignment or subletting provisions contained in leases and other agreements entered into by the transfer Company or any of assets subject its Restricted Subsidiaries; (13) any agreement governing Indebtedness permitted to be incurred pursuant to Section 4.12; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness, taken as a whole, are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in its reasonable and good faith judgment that the provisions contained in the Credit Agreement or in this Indenture as in effect on the Issue Date; (14) Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being Refinanced; (15) restrictions on cash or other deposits or net worth imposed by customers of the Company under contracts entered into in the ordinary course of business; and (16) restrictions with respect to a Permitted Lien imposed by Subsidiary of the holder Company that was not a Subsidiary of the Company on the Issue Date in existence at the time such Person becomes a Subsidiary of the Company (but not created as a result of or in anticipation of such LiensPerson becoming a Subsidiary of the Company); provided, that such restrictions are not applicable to any other Person or the properties or assets of any other Person.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (a1) pay dividends or make any other distributions on or in respect of its Capital Stock, ; (2) make loans or with respect to any other interest or participation in, or measured by, its profits, advances to the Company or any of its other Restricted Securities Subsidiary or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b) make loans or advances or pay any Indebtedness or other obligation Obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, ; except in each case for such encumbrances or restrictions existing under or by reason of: (1a) applicable law, rule or regulation; (2b) this Indenture, the Notes, any Additional Notes and the Collateral Agreements; (3c) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4d) 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; (5e) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the this Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6f) the Security Documents; (g) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (i) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business and not otherwise in violation of any other provisions of this Indenture; (j) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause clauses (2b), (4d), (e) or (5) above and (iig) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indentureabove; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause clauses (2b), (4d), (e) or and (5g); (7k) in the case of clause (3) of this covenant, any encumbrance or restriction with respect that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a Restricted Subsidiary imposed pursuant to an agreement entered into for lease, license or similar contract, or the sale assignment or disposition transfer of all any such lease, license or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or dispositionother contract; (8) l) any agreement or instrument governing Indebtedness permitted to be incurred under this Indenture, provided that (x) the terms and conditions of any such restrictions and encumbrances, taken as a whole, are not more restrictive than those contained in this Indenture or (y) in the case of an agreement or instrument governing Indebtedness described in clause (4) of the definition of "Permitted Indebtedness," the terms and conditions do not materially restrict the benefits to the Company and its Restricted Subsidiaries that are Guarantors described under the definition of "Local Services Agreement" and not otherwise in violation of any other provisions of this Indenture; and (m) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Liens.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any of its the Restricted Subsidiaries of the Company to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary of the Company to: to (ai) pay dividends or make any other distributions on or in respect of its Capital Stock, or with respect to pay any other interest or participation in, or measured by, its profitsIndebtedness owed, to the Company or any of its Restricted Securities Subsidiaries, (ii) make any Investment in the Company or pay any Indebtedness owed of its Restricted Subsidiaries, (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries; Subsidiaries or (biv) make loans or advances or pay guarantee any Indebtedness or other obligation owed to of the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the CompanySubsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (1A) applicable law; , (2) this Indenture, the Notes, any Additional Notes and the Collateral Agreements; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4B) any instrument governing Acquired Indebtedness, Indebtedness permitted to be incurred under Section 4.9 which encumbrance encumbrances or restriction is restrictions are not applicable to any Person, Person or the properties or assets of any Person, other than the Person so acquired or its Subsidiaries, or the properties property or assets of the Person so acquired; acquired or its Subsidiaries, (5C) any restrictions existing under agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Initial Issuance Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5); (7D) any restriction restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; provided, that such disposition is permitted pursuant to Section 4.10, (E) any agreement governing Indebtedness otherwise permitted under this Indenture restricting the sale or other disposition of property securing such Indebtedness if such agreement does not expressly restrict the ability of a Restricted Subsidiary pending to pay dividends or to make distributions, loans or advances, (F) the closing issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such sale preferred stock is permitted pursuant to Section 4.9 and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or disposition; make any other distributions on its Capital Stock (8) other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock), (G) this Indenture, (H) the Credit Facility and other Senior Indebtedness, (I) supermajority voting requirements existing under corporate charters, bylaws, stockholders agreements and the like, (J) in the case of clause (iii) above, agreements (1) that restrict in a customary manner the subletting, pledging, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, or (2) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, including, without limitation, transfer restrictions on cash any specific properties or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets that are subject to a Permitted Lien imposed by sale agreement otherwise permitted pursuant Section 4.10, (K) existing under any agreement which refinances or replaces any of the holder agreements in the preceding clauses; provided, that the terms and conditions of any such Liensrestrictions are not materially less favorable to the Holders than those contained in the agreements refinanced or replaced or (L) any instrument governing Indebtedness of the Company that is (1) pari passu with the Notes and (2) otherwise permitted under this Indenture; provided that the terms and conditions of any such restrictions are not materially more restrictive than those contained in this Indenture. Nothing contained in this Section 4.8 shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Indebtedness of the Company or any of its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (ai)(a) pay dividends or make any other distributions on to the Company or in respect any of its Restricted Subsidiaries (1) on its Capital Stock, Stock or (2) with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or (b) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bii) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other of its Restricted Subsidiary of the Company; or Subsidiaries or (ciii) transfer 57 any of its property properties or assets to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (1a) Existing Indebtedness as in effect on the date of the Indenture, (b) the Indenture, (c) applicable law; law or state insurance regulations, (2) this Indenture, the Notes, any Additional Notes and the Collateral Agreements; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4d) any instrument governing Acquired IndebtednessIndebtedness 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 or in violation of the covenant described in Section 3.09), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person (including its Subsidiaries), or the properties property or assets of the Person (including its Subsidiaries), so acquired; (5) agreements existing on , provided that the Issue Date Consolidated EBITDA of such Person is not taken into account in determining whether such acquisition was permitted by the terms of the Indenture except to the extent and that such Consolidated EBITDA would be permitted to be dividended to the Company without the prior consent or approval of any third party, (e) any operating lease or capital lease, insofar as the provisions thereof limit grants of a security interest in, or other assignments of, the related leasehold interest to any other Person, (f) purchase money obligations for property acquired in the manner ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired, (g) 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 are governing the Indebtedness being refinanced, or (h) the Credit Agreement and related docu mentation as the same is in effect on the Issue Datedate of the Indenture and as amended or replaced from time to time, including provided that no such amendment or replacement is more restrictive as to the matters enumerated above than the Credit Agreement, the Intercreditor Agreement and related documentation as in effect on the indenture governing date of the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to Indenture. Nothing contained in clause (2), (4) or (5) above and (ii) governing any other Indebtedness of this paragraph shall prevent the Company or any Restricted Subsidiary from entering into any agreement resulting in the incurrence of Liens otherwise permitted to be incurred under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such LiensSection 3.11.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to: : (ai) pay dividends or make any other distributions permitted by applicable law on or in respect any Capital Stock of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, to such Restricted Subsidiary owned by the Company or any of its other Restricted Securities or Subsidiary; (ii) pay any Indebtedness owed to the Company or any of its other Restricted Subsidiaries; Subsidiary; (biii) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the CompanySubsidiary; or or (civ) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Closing Date in the Credit Facility, the Indenture or any other agreements in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of such agreements; PROVIDED that the Companyencumbrances and restrictions in any such extensions, except for such refinancings, renewals or replacements are no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) existing under or by reason of: (1) of applicable law; (2) this Indenture, the Notes, any Additional Notes and the Collateral Agreements; (3) customary non-assignment provisions law or by order of any contract Gaming Authority; (iii) imposed pursuant to the Trust Agreements upon the occurrence of a Trigger Event; (iv) existing with respect to any Person or the property or assets of such Person acquired by the Company or any lease governing a leasehold interest Restricted Subsidiary, existing at the time of any Restricted Subsidiary of the Company; (4) any instrument governing Acquired Indebtednesssuch acquisition and not incurred in contemplation thereof, which encumbrance encumbrances or restriction is restrictions are not applicable to any Person, Person or the properties property or assets of any Person, Person other than the such Person or the properties property or assets of the such Person so acquired; ; (5v) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in case of clause (2)iv) of the first paragraph of this Section 4.09, (4A) 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, (5B) above and (ii) governing existing by virtue of any other Indebtedness transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary permitted not otherwise prohibited by the Indenture or (C) arising or agreed to be incurred under this Indenture; providedin the ordinary course of business, however, that the provisions not relating to such encumbrance any Indebtedness, and that do not, individually or restriction contained in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any such Indebtedness are no less favorable manner material to the Company in or any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause Restricted 33 Subsidiary; (2), (4vi) or (5); (7) any restriction with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary; or (vii) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if (A) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement, (B) the encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by the Company) and (C) the Company determines that any such encumbrance or restriction will not materially affect the Company's ability to make principal or interest payments on the Notes). Nothing contained in this Section 4.09 shall prevent the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.14 or (2) restricting the sale or other disposition of property or assets of such the Company or any of its Restricted Subsidiary pending Subsidiaries that secure Indebtedness of the closing Company or any of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Liensits Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (a1) pay dividends or make any other distributions on or in respect of its Capital Stock, ; (2) make loans or with respect to any other interest or participation in, or measured by, its profits, advances to the Company or any of its other Restricted Securities Subsidiary or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except in each case for such encumbrances or restrictions existing under or by reason of: (1a) applicable law, rules, regulations or orders; (2b) this Indenturethe Indentures, the Notes, any Additional Notes the Floating Rate Notes, the Guarantees by the Guarantors and the Collateral AgreementsFloating Rate Note Guarantees by the Guarantors; (3c) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4d) any agreement or 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 or any Subsidiary of such Person so acquired; (5e) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date and any amendments, modifications, restatements, renewals, or supplements thereof; provided that such amendment, modification, restatement, renewal or supplement does not contain provisions relating to such encumbrance or restriction that are less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction in the agreement existing on the Issue Date, including ; (f) the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6g) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (i) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (j) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause clauses (2b), (4d), (e) or (5) above and (iig) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indentureabove; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause clauses (2b), (4d), (e) or and (5g); (7k) any restriction Indebtedness or other contractual requirements of a Securitization Entity in connection with respect a Qualified Securitization Transaction; provided that such restrictions apply only to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or dispositionSecuritization Entity; (8) l) restrictions on cash or other deposits or of net worth imposed by customers under contracts entered into in the ordinary course of business; (9m) customary provisions encumbrances on property that exist at the time the property was acquired by the Company or a Restricted Subsidiary; and (n) encumbrances contained in joint venture agreements Permitted Foreign Subsidiary Indebtedness that are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and other similar agreements entered into good faith judgment than the restrictions contained in the ordinary course of business; or (10) customary restrictions Credit Agreement as in effect on the transfer of assets subject to a Permitted Lien imposed by the holder of such Liensdate hereof.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (a1) pay dividends or make any other distribution to the Company or any Restricted Subsidiary on its Capital Stock (it being understood that the priority of any Preferred Equity Interests in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common equity shall not be deemed a restriction on the ability to make distributions on or in respect of its Capital Stock, ) or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or pay any Indebtedness owed to the Company or any of its Restricted SubsidiariesSubsidiary; (b2) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the CompanyCompany or any Restricted Subsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (c3) sell, lease or transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the Company, except for such Subsidiary. (b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) applicable lawExisting Indebtedness, existing agreements and any other contractual encumbrances or restrictions as in effect on the Issue Date (including any Credit Facilities existing on the Issue Date) or any agreements governing Indebtedness incurred by the Partnership Parks Entities pursuant to clause (25) of Section 4.09(b); provided that, upon the consummation of the Merger, this clause (1) shall also include the HoldCo Credit Agreement and any Existing Indebtedness and existing agreements and any other contractual encumbrances or restrictions of HoldCo and its Subsidiaries in existence on the closing date of the Merger; (2) this Indentureapplicable law, the Notesrule, any Additional Notes and the Collateral Agreementsregulation or order; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4) any instrument governing Acquired IndebtednessDebt and any other agreement or instrument of an acquired Person or any of its Subsidiaries as in effect at the time of acquisition (except to the extent such Indebtedness or other agreement or instrument 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 Person, or the properties property or assets of the Person Person, so acquiredacquired or any of its Subsidiaries; (4) Refinancing Indebtedness (as defined under Section 4.09 hereof); provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being Refinanced; (5) agreements existing on governing Indebtedness of the Issue Date to Company ranking pari passu with the extent and Notes; provided that except as set forth in the manner clause (22) below such agreements restrictions are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement no more restrictive taken as a whole than those imposed by this Indenture and the indenture governing the 9% Coinmach Corp. Notes; (6) an any restrictions imposed by any agreement relating to Indebtedness incurred under the provisions of Section 4.09, to the extent (i) governing Indebtedness incurred to Refinance such restrictions are not materially more restrictive, taken as a whole, than the Indebtedness issued, assumed or incurred pursuant to an agreement referred to restrictions contained in clause this Indenture (2), (4as determined in good faith by the Company) or (5) above and (ii) governing any other Indebtedness are market terms at the time of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any incurrence of such Indebtedness are no less favorable to the Company in any material respect (as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5Company); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement customary provisions in leases, sub-leases, licenses or sublicenses or sublicenses of intellectual property and other similar agreements entered into in the ordinary course of business or consistent with past practice or industry norm; (8) customary provisions restricting assignment of any agreement; (9) any agreement for the sale or other disposition of all a Restricted Subsidiary or substantially all any of its assets in compliance with the Capital Stock or assets terms of such this Indenture that restricts distributions by that Restricted Subsidiary pending the closing of such sale or other disposition; (8) 10) provisions limiting the disposition or distribution of assets or property (including cash) 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 Restricted Investment), and customary provisions in joint venture agreements and other similar agreements applicable to the Equity Interests or Indebtedness of such joint venture, which limitation is applicable only to the assets that are the subject of such agreements; (11) Permitted Liens or any Liens otherwise permitted by Section 4.12; (12) Secured Indebtedness otherwise permitted to be incurred by this Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness; (13) Purchase Money Indebtedness or Capital Lease Obligations that imposes restrictions of the type described in clause (3) of Section 4.08(a) on the property so acquired; (14) provisions in agreements or instruments which prohibit the payment or making of dividends or other distributions other than on a pro rata basis; (15) restrictions in Investments in Persons that are Restricted Subsidiaries; (16) any encumbrance or restriction pursuant to obligations under Hedging Agreements; (17) Indebtedness or other agreements including, without limitation, agreements described in clause (9) above, of any Restricted Subsidiary that is not a Guarantor that impose restrictions solely on such Restricted Subsidiary and its Subsidiaries; (18) any restriction on cash or other deposits or net worth imposed by customers, suppliers, landlords, licensors or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business or consistent with past practice or industry norm or customary restrictions on cash or other deposits or net worth arising in connection with any Permitted Liens, so long as the Company has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Company and the Restricted Subsidiaries to meet their ongoing obligations under the Notes; (19) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Company or any Restricted Subsidiary is a party entered into in the ordinary course of business or consistent with industry practice; provided that such agreement prohibits the encumbrance or restriction of solely the property or assets of the Company or such Restricted Subsidiary that are subject to such agreement; (20) customary provisions restricting subletting or assignment (including any change of control deemed an assignment) of any lease governing a leasehold interest; (21) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (922) customary provisions restrictions contained in joint venture agreements and other similar agreements entered into in the ordinary course of businessany Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary; or (1023) customary any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (22) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the Company’s good faith judgment, not materially more restrictive as a whole with respect to such encumbrances and restrictions on the transfer of assets subject than those prior to a Permitted Lien imposed by the holder of such Liensamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (a) (i) pay dividends or make any other distributions to the Company or any Restricted Subsidiary of the Company (A) on or in respect of its Capital Stock, Stock or (B) with respect to any other interest or participation in, or measured by, its profitsprofits or (ii) repay any Debt or any other obligation owed to the Company or any Restricted Subsidiary of the Company, (b) make loans or advances or capital contributions to the Company or any of its Restricted Securities Subsidiaries or pay (c) transfer any Indebtedness owed of its properties or assets to the Company or any of its Restricted Subsidiaries; (b) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: of (1i) applicable law; encumbrances or restrictions existing on the Issue Date to the extent and in the manner such encumbrances and restrictions are in effect on the Issue Date, (2ii) encumbrances or restrictions in the Credit Facilities, (iii) this Indenture, the Notes, any Additional Notes and the Collateral Agreements; any Guarantees, (3iv) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; applicable law, (4v) any instrument governing Acquired IndebtednessDebt 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 properties property or assets of the Person (including any Subsidiary of the Person), so acquired; , (5vi) customary non-assignment provisions in leases or other agreements existing entered in the ordinary course of business and consistent with past practices, (vii) Refinancing Debt; PROVIDED that such restrictions are not on the Issue Date to the extent and whole materially more restrictive than those contained in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issuedDebt being extended, assumed refinanced, renewed, replaced, defeased or incurred pursuant to an agreement referred to in clause (2)refunded, (4viii) restrictions in security agreements or (5) above and (ii) governing any other Indebtedness mortgages securing Debt of the Company or any a Restricted Subsidiary permitted only to be incurred under this Indenture; provided, however, that the provisions relating extent such restrictions restrict the transfer of the property subject to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable security agreements and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2)mortgages, (4ix) or (5); (7) any restriction restrictions with respect to a Restricted Subsidiary imposed of the Company 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 Restricted Subsidiary pending to be consummated in accordance with the closing terms of this Indenture solely in respect of the Capital Stock or assets to be sold or disposed of, (x) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c)(viii) of this Section 4.12 on the property so acquired, (xi) any agreement for the sale of assets (including any Asset Sale) that restricts transfers of such sale assets pending their sale, (xii) secured Debt otherwise permitted to be incurred pursuant to the provisions of the covenant described above under Section 4.08 that limits the right of the debtor to dispose of the assets securing such Debt, (xiii) any encumbrance or disposition; restriction contained in Purchase Money Debt to the extent that such encumbrance or restriction (8) A) only restricts the transfer of the Property financed with such Purchase Money Debt and (B) solely relates to the Property financed with such Purchase Money Debt, or (xiv) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Liens.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (a) pay dividends or make any other distributions on or in respect of its Capital Stock (it 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, or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries); (b) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the CompanySubsidiary; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, Subsidiary; except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; (2) this Indenture, the Notes, any Additional Notes and the Collateral Agreements; (3) the Credit Agreement and/or the documentation for the Credit Agreement and/or Indebtedness secured by a first priority Lien permitted pursuant to clause (B) under Section 4.15; (4) the Senior Secured Notes and/or the documentation for the Senior Secured Notes; (5) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the CompanySubsidiary; (46) 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; (57) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (68) any other agreement entered into after the Issue Date which contains encumbrances and restrictions which are not materially more restrictive with respect to any Restricted Subsidiary than those in effect with respect to such Restricted Subsidiary pursuant to agreements as in effect on the Issue Date; (9) an any instrument governing Indebtedness of a Foreign Restricted Subsidiary; (10) customary restrictions on the transfer of any property or assets arising under a security agreement governing a Lien permitted under this Indenture; (i11) secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.03 and Section 4.15 that limit the right of the debtor to dispose of the assets securing such Indebtedness; (12) any agreement governing Refinancing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4), (6), (7) or (59) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indentureabove; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Refinancing Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment not materially more restrictive than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4), (6), (7) or (59); (713) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for governing the sale or disposition of all or substantially all the Capital Stock or assets of such any Restricted Subsidiary which restricts dividends and distributions pending the closing of such sale or disposition; (8) 14) any agreement, instrument or Lien placing encumbrances or restrictions on cash applicable only to a Finance Subsidiary or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of businessan Accounts Receivable Entity; or (1015) customary restrictions any agreement governing Indebtedness permitted to be incurred pursuant to Section 4.03; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness, taken as a whole, are not materially more restrictive than the provisions contained in the Credit Agreement or in the Indenture as in effect on the transfer of assets subject to a Permitted Lien imposed by the holder of such LiensIssue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to: (a1) pay dividends or make any other distributions on or in respect of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, Stock to the Company or any of its other Restricted Securities Subsidiary or pay any Indebtedness owed to the Company or any of its other Restricted SubsidiariesSubsidiary; (b2) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the CompanySubsidiary; or (c3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the CompanySubsidiary; except, except in each case, for such encumbrances or restrictions existing under or by reason of: (1a) applicable law, rule, regulation or order; (b) any agreement or instrument in existence on October 2, 2009; (c) this Indenture, the Notes, any Additional Notes the Elan Note Guarantee, the Subsidiary Note Guarantees and the Collateral Agreementsthis Indenture; (3d) customary non-assignment provisions of any contract and customary provisions restricting assignment or subletting in any lease governing a leasehold interest of any Restricted Subsidiary and customary restrictions imposed on the transfer of the Companycopyrighted, patented or trademarked materials; (4e) 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 Person, so acquired; (5f) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an a binding agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all Capital Stock or substantially all assets of such Restricted Subsidiary; provided that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or dispositionbeing sold; (8) g) secured Indebtedness otherwise permitted to be Incurred pursuant to Section 3.8 and Section 3.13 that limit the right of the debtor with respect to the assets securing such Indebtedness; (h) customary provisions in partnership agreements, limited liability company organizational governance documents (including, without limitation, memoranda and articles of association), joint venture, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; (i) restrictions on cash or other deposits or net worth imposed by customers customers, suppliers or landlords under contracts entered into in the ordinary course of business; (9j) customary provisions Indebtedness or other encumbrances or restrictions of a Receivables Subsidiary in joint venture agreements and connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Subsidiary; (k) any other similar agreements agreement governing Indebtedness entered into after October 2, 2009 that contains encumbrances and restrictions that are not materially more restrictive, taken as a whole, with respect to any Restricted Subsidiary than those in effect on October 2, 2009 with respect to that Restricted Subsidiary pursuant to agreements in effect on October 2, 2009; (l) other Indebtedness of Restricted Subsidiaries that are Subsidiary Note Guarantors in an aggregate principal amount at any one time outstanding not to exceed $175 million; and (m) any encumbrances or restrictions imposed by any amendments, amendments and restatements, supplements, modifications, extensions, renewals, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (l) above; provided that such amendments, amendments and restatements, supplements, modifications, extensions, renewals, replacements or refinancings are, in the ordinary course good faith judgment of business; or (10) customary the Company, not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions on the transfer of assets subject than those prior to a Permitted Lien imposed by the holder of such Liensamendments, amendments and restatements, supplements, modifications, extensions, renewals, replacements or refinancings.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The (a) Except as provided in paragraph (b), the Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Company to: (a1) pay dividends or make any other distributions on or in respect any Equity Interests of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, to the Restricted Subsidiary owned by the Company or any of its other Restricted Securities or pay any Indebtedness owed to the Company or any of its Restricted SubsidiariesSubsidiary; (b2) make loans or advances or pay any Indebtedness Debt or other obligation owed to the Company or any other Restricted Subsidiary of Subsidiary; (3) make loans or advances to the CompanyCompany or any other Restricted Subsidiary; or (c4) transfer any of its property or assets to the Company or any other Restricted Subsidiary Subsidiary. (b) The provisions of the Company, except for such paragraph (a) do not apply to any encumbrances or restrictions existing under or by reason ofrestrictions: (1) applicable law; (2) this Indenture, the Notes, any Additional Notes and the Collateral Agreements; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) agreements existing on the Issue Date to the extent and in the manner such Indenture or in any other agreements are in effect on the Issue Date, including and any amendment, extensions, renewals, replacements or refinancings of any of the Credit Agreementforegoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Intercreditor Agreement and Noteholders than the indenture governing the 9% Coinmach Corp. Notesencumbrances or restrictions being extended, renewed, replaced or refinanced; (62) an agreement existing under or by reason of applicable law; (i3) governing Indebtedness incurred existing: (A) with respect to Refinance any Person, or to the Indebtedness issuedproperty or assets of any Person, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above and (ii) governing any other Indebtedness of at the time the Person is acquired by the Company or any Restricted Subsidiary; or (B) with respect to any Unrestricted Subsidiary permitted at the time it is designated or is deemed to be incurred under this Indenture; providedbecome a Restricted Subsidiary, howeverwhich encumbrances or restrictions (i) are not applicable to any other Person or the property or assets of any other Person and (ii) were not put in place in anticipation of such event and any extensions, that renewals, replacements or refinancings of any of the provisions relating to such encumbrance foregoing, provided the encumbrances and restrictions in the extension, renewal, replacement or restriction contained in any such Indebtedness are refinancing are, taken as a whole, no less favorable to the Company in any material respect as determined by to the Board of Directors of the Company in their reasonable and good faith judgment Noteholders than the provisions relating to such encumbrance encumbrances or restriction contained in agreements referred to in such clause (2)restrictions being extended, renewed, replaced or refinanced; (4) of the type described in clause (a)(4) of this Section 4.09 arising or agreed to (i) in the ordinary course of business that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease or license or (5)ii) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any property or assets of, the Company or any Restricted Subsidiary; (75) any restriction with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of of, such Restricted Subsidiary pending that is permitted by Section 4.12; (6) pursuant to the closing requirements of such sale any Securitization, Warehousing Facility, Funding Indebtedness with respect to any Securitization Entity, special purpose Subsidiary of the Company or dispositionany Restricted Subsidiary formed in connection therewith, in each case that are exclusively applicable to any Securitization Warehousing Facility, Funding Indebtedness or Financeable Assets of the Company or any Restricted Subsidiary formed in connection therewith or that are, in the good faith judgment of the Company, not reasonably expected to materially affect the Company’s ability to make principal or interest payments on the notes; (7) contained in an instrument governing or relating to Debt that is customary, based on general market conditions, and that are, in the good faith judgment of the Company’s senior management, not reasonably expected to materially affect the Company’s ability to make principal or interest payments on the notes; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in required pursuant to the ordinary course of business;Indenture; or (9) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity, its assets or the equity interests therein) entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Liens.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and nor shall not it cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (a) pay dividends or make any other distributions on or in respect of its Capital Stock, Stock or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; ; (b) make loans or advances or pay any Indebtedness or other obligation owed to the Company or to any other Restricted Subsidiary of the Company; or or (c) transfer any of its property or assets to the Company or to any other Restricted Subsidiary of the CompanyCompany (any such restriction or encumbrance a "Payment Restriction"), except for -104- such encumbrances or restrictions existing under or by reason of: of any restrictions contained in (1i) applicable law; (2) this Indenturethe Loan Documents, the Notes, Senior Subordinated Indenture and any Additional instrument governing the Take-Out Securities or Exchange Notes to the extent Incurred in accordance with this Agreement; (ii) each of the Senior Credit Facility and the Collateral Agreements; A/R Facility; (3iii) the Indebtedness pertaining to a Subsidiary of the Company that is not a Subsidiary of the Company on the Closing Date in existence at the time such Subsidiary becomes a Subsidiary of the Company; PROVIDED, HOWEVER, that any such Indebtedness was not incurred as a result of, in connection with or in anticipation of the transaction pursuant to which such entity becomes a Subsidiary of the Company and it does not apply to any Person, or the properties of assets of any Person, other than the Subsidiary acquired and such Indebtedness is otherwise permitted to be incurred pursuant to Section 6.1; (iv) secured Indebtedness otherwise permitted to be incurred pursuant to Sections 6.1 and 6.2 that limits the right of the debtor to dispose of the assets securing such Indebtedness; (v) customary non-assignment provisions of any contract or of any lease governing a leasehold interest of any Restricted Subsidiary of the Company; ; (4vi) 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; law; (5vii) agreements existing on the Issue Date Closing Date; (viii) customary non-assignment provisions entered into in the ordinary course of business and consistent with past practices; (ix) the terms of purchase money obligations for property acquired in the ordinary course of business, but only to the extent and in that such purchase money obligations restrict or prohibit the manner such agreements are in effect on transfer of the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; property so acquired; (6x) an agreement (i) governing Indebtedness incurred any encumbrance or restriction with respect to Refinance the Indebtedness issued, assumed or incurred a Subsidiary imposed pursuant to an agreement referred which has been entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Subsidiary; (xi) any instrument that Refinances any Indebtedness; PROVIDED, HOWEVER, that the provisions relating to any such encumbrance or restriction in clause (2), (4) or (5) above and (ii) governing any other Indebtedness of such instrument are not materially less favorable to the Company or any Restricted Subsidiary its Subsidiaries or the Lenders than those contained in the agreements governing the Indebtedness that was refinanced; and (xii) an agreement governing Indebtedness (including the Senior Credit Facility) permitted to be incurred under this Indenture; provided, however, pursuant to Sections 6.1(xi) and (xxi) PROVIDED that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to the Senior Credit Facility as in such clause (2), (4) or (5); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions effect on the transfer of assets subject to a Permitted Lien imposed by the holder of such LiensClosing Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (a1) pay dividends or make any other distribution to the Company or any Restricted Subsidiary on its Capital Stock (it being understood that the priority of any Preferred Equity Interests in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common equity shall not be deemed a restriction on the ability to make distributions on or in respect of its Capital Stock, ) or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or pay any Indebtedness owed to the Company or any of its Restricted SubsidiariesSubsidiary; (b2) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the CompanyCompany or any Restricted Subsidiary to other Indebtedness incurred by the Company or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (c3) sell, lease or transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the Company, except for such Subsidiary. (b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: (1) applicable lawExisting Indebtedness and existing agreements as in effect on the date of this Indenture (including (i) without limitation, any Credit Facilities and (ii) any agreements governing Indebtedness incurred by the Partnership Parks pursuant to clause (25) of Section 4.09(b)); (2) this Indentureapplicable law, the Notesrule, any Additional Notes and the Collateral Agreementsregulation or order; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4) any instrument governing Acquired IndebtednessDebt and any other agreement or instrument of an acquired Person or any of its Subsidiaries as in effect at the time of acquisition (except to the extent such Indebtedness or other agreement or instrument 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 Person, or the properties property or assets of the Person Person, so acquiredacquired or any of its Subsidiaries; (4) Refinancing Indebtedness (as defined under Section 4.09 hereof); provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced; (5) agreements existing on governing Indebtedness of the Issue Date to Company ranking pari passu with the extent and Notes; provided that except as set forth in the manner clause (18) below such agreements restrictions are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement no more restrictive taken as a whole than those imposed by this Indenture and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) agreements governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indenturethe provisions of Section 4.09 hereof; provided, however, provided that the provisions relating restrictions therein will not materially adversely impact the Company’s ability to such encumbrance make required principal or restriction contained in any such Indebtedness are no less favorable to interest payments on the Company in any material respect Notes (as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5faith); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts customary non-assignment provisions in contracts, leases, sub-leases and licenses entered into in the ordinary course of business; (8) any agreement for the sale or other disposition of a Restricted Subsidiary or any of its assets in compliance with the terms of this Indenture that restricts distributions by that Restricted Subsidiary pending such sale or other disposition; (9) provisions limiting the disposition or distribution of assets or property (including cash) 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 Restricted Investment), and customary provisions in joint venture agreements and other similar agreements applicable to the Equity Interests or Indebtedness of such joint venture, which limitation is applicable only to the assets that are the subject of such agreements; (10) Permitted Liens; (11) Secured Indebtedness otherwise permitted to be incurred by this Indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness; (12) Purchase Money Indebtedness or Capital Lease Obligations that imposes restrictions of the type described in clause (3) of Section 4.08(a) on the property so acquired; (13) provisions in agreements or instruments which prohibit the payment or making of dividends or other distributions other than on a pro rata basis; (14) restrictions in Investments in Persons that are Restricted Subsidiaries; (15) any encumbrance or restriction pursuant to Hedging Obligations; (16) Indebtedness or other agreements including, without limitation, agreements described in clause (9) above, of any Restricted Subsidiary that is not a Guarantor that impose restrictions solely on such Restricted Subsidiary and its Subsidiaries; (17) any restriction on cash or other deposits or net worth imposed by customers, licensors or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business; or (1018) customary any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (17) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the Company’s good faith judgment, not materially more restrictive as a whole with respect to such encumbrances and restrictions on the transfer of assets subject than those prior to a Permitted Lien imposed by the holder of such Liensamendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (a) pay dividends or make any other distributions to the Company or any other Restricted Subsidiary on or in respect of its Capital Stock, Equity Interests or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or pay any Indebtedness owed to the Company or any of its other Restricted Subsidiaries; Subsidiary, (b) make loans or advances to, or pay guarantee any Indebtedness or other obligation owed to obligations of, or make any Investment in, the Company or any other Restricted Subsidiary of the Company; or Subsidiary, or (c) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of the CompanySubsidiary, except for such encumbrances or restrictions ------ existing under or by reason of: of (1i) the Credit Facility, or any other agreement of the Company or the Restricted Subsidiaries outstanding on the Issue Date, in each case as in effect on the Issue Date, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that any such amendment, restatement, renewal, replacement or refinancing is no more restrictive in the aggregate with respect to such encumbrances or restrictions than those contained in the agreement being amended, restated, reviewed, replaced or refinanced; (ii) applicable law; ; (2) this Indenture, the Notes, any Additional Notes and the Collateral Agreements; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4iii) any instrument governing Indebtedness or Equity Interests of an Acquired IndebtednessPerson acquired by the Company or any Restricted Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness was Incurred by such Acquired Person in connection with, which encumbrance as a result of or restriction is in contemplation of such acquisition); provided, however, that such encumbrances and restrictions are not applicable to the Company or any PersonRestricted Subsidiary, or the properties or assets of the Company or any PersonRestricted Subsidiary, other than the Person Acquired Person; (iv) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (v) Purchase Money Indebtedness for property acquired in the ordinary course of business that only imposes encumbrances and restrictions on the property so acquired; (vi) any agreement for the sale or disposition of the properties Equity Interests or assets of the Person so acquired; any Restricted Subsidiary; provided, however, that such encumbrances and restrictions described in this clause (5vi) agreements existing on the Issue Date are only applicable to such Restricted Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with Section 4.05 to the extent applicable thereto; (vii) refinancing Indebted ness permitted under clause (g) of the second paragraph of Section 4.04; provided, however, that such encumbrances and restrictions contained in the manner agreements governing such Indebtedness are no more restrictive in the aggregate than those contained in the agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; Indebtedness being refinanced immediately prior to such refinancing; (6viii) an agreement this Indenture; (iix) governing mortgages, pledges or other security agreements permitted under this Indenture securing Indebtedness incurred of the Company or a Restricted Subsidiary to Refinance the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; (x) Liens securing Indebtedness issued, assumed or incurred otherwise permitted to be Incurred pursuant to an agreement referred to in clause (2), (4) or (5) above and (ii) governing any other Indebtedness Section 4.16 that limit the right of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that dispose of the provisions relating assets subject to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the Liens; (xi) provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale disposition or disposition distribution of all assets or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions property in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10xii) any other security agreement, instrument or document relating to Senior Indebtedness hereafter in effect, provided that such encumbrances or restrictions are customary in connection with such documents and that the terms and conditions of such encumbrances or restrictions are no more restrictive than those encumbrances or restrictions imposed in connection with the Credit Facility as in effect on the Issue Date; (xiii) any agreement relating to a sale and leaseback transaction or capital lease, but only on the property subject to such transaction or lease and only to the extent that such restrictions or encumbrances are customary with respect to a sale and leaseback transaction or capital lease; (xiv) Indebtedness Incurred by Foreign Restricted Subsidiaries; or (xv) customary restrictions imposed on the transfer payment of assets subject to dividends by a Permitted Lien imposed by the holder of such LiensReceivables Entity in connection with a Qualified Receivables Transaction.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (a) pay dividends or make any other distributions to the Company or any Restricted Subsidiary (A) on or in respect of its Capital Stock, Stock or (B) with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;or (b) make loans repay any Debt or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; Subsidiary, or (c) make loans or advances or Capital Contributions to the Company or any Restricted Subsidiary, or (d) transfer any of its property properties or assets to the Company or any other Restricted Subsidiary of Subsidiary, Notwithstanding the Companyforegoing, except for such this Section 10.10 shall not apply to encumbrances or restrictions existing under or by reason of: (1) applicable law;encumbrances or restrictions existing on the Outstanding 2016 Notes Issue Date to the extent and in the manner such encumbrances and restrictions are in effect on the Outstanding 2016 Notes Issue Date, (2) encumbrances or restrictions in (1) any Credit Facilities (other than a Borrowing Base Facility) to the extent and in the manner such encumbrances and restrictions are in effect on the Outstanding 2016 Notes Issue Date, and (2) any Borrowing Base Facility, (3) this Indenture, the Notes, any Additional Notes and Guarantees, the indenture governing Outstanding 2016 Notes, the Outstanding 2016 Notes, any guarantees thereof or any of the Collateral Agreements; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company;Documents, (4) any applicable law, rule, regulation, or order required by any governmental authority, (5) any instrument governing Acquired IndebtednessDebt, or other agreement or instrument of a Person acquired by the Company or any Restricted Subsidiary, 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 properties property or assets of the Person (including any Subsidiary of the Person), so acquired; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes;, (6) an agreement customary non-assignment provisions in leases or other agreements entered in the ordinary course of business and consistent with past practices, and customary restrictions imposed on the transfer and assignment of intellectual property, (i7) Refinancing Debt; provided, that such restrictions are not on the whole materially more restrictive than those contained in the agreements governing Indebtedness incurred to Refinance the Indebtedness issuedDebt being extended, assumed refinanced, renewed, replaced, defeased or incurred pursuant to an agreement referred to refunded, (8) restrictions in clause (2), (4) security agreements or (5) above and (ii) governing any other Indebtedness mortgages securing Debt of the Company or any a Restricted Subsidiary permitted only to be incurred under this Indenture; provided, however, that the provisions relating extent such restrictions restrict the transfer of the property subject to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable security agreements and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5);mortgages, (79) any restriction restrictions with respect to a Restricted Subsidiary imposed 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 Restricted Subsidiary pending to be consummated in accordance with the closing terms of this Indenture solely in respect of the Capital Stock or assets to be sold or disposed of, (10) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations in each case that impose restrictions of the nature described in clause (d) of this Section 10.10 on the property so acquired, (11) any agreement for the sale of assets (including any Asset Sale) that restricts transfers of such sale or disposition;assets pending their sale, (8) 12) secured Debt otherwise permitted to be incurred pursuant to the provisions of the covenant described above under Section 10.07 that limits the right of the debtor to dispose of the assets securing such Debt, (13) any encumbrance or restriction contained in Purchase Money Debt to the extent that such encumbrance or restriction (A) only restricts the transfer of the Property financed with such Purchase Money Debt and (B) solely relates to the Property financed with such Purchase Money Debt, (14) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;, (915) customary encumbrances or restrictions existing under or by reason of provisions in joint venture or similar agreements, asset sale agreements, stock sale agreements and other similar sale and leaseback transactions required in connection with the entering into of such transactions, which encumbrances and restrictions are applicable only to the assets that are the subject of such agreements, (16) agreements entered into between a Restricted Subsidiary and another Restricted Subsidiary which second Restricted Subsidiary is not a Subsidiary of the first Restricted Subsidiary provided, that such agreement does not limit dividends or distributions to the direct parent or direct subsidiary of either such Restricted Subsidiary, (17) restrictions contained in any Debt incurred in compliance with Section 10.05, provided, that, such restrictions, taken as a whole, are, in the ordinary course good faith judgment of business; the Company’s Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clauses (1), (2) and (3) above and the Company determines in good faith that any such restriction will not affect the Company's ability to make principal or interest payments on the Notes, (18) restrictions created in connection with any Receivables Facility solely with respect to the Subsidiary which is the holder of the applicable receivables, or (1019) customary encumbrances or restrictions on the transfer of assets subject to a Permitted Lien imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the holder contracts, instruments or obligations referred to in clauses (1) through (18) 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 with respect to such Liensencumbrance and other restrictions that those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. Nothing contained in this Section 10.10 shall prevent the Company or any Restricted Subsidiary from creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 10.07.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any contractual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company toSubsidiary: (a1) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock, Stock owned by the Issuer or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities Subsidiary or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b) make loans or advances or pay any Indebtedness Debt or other obligation owed to the Company Issuer or any other Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividends, distributions or liquidating distributions prior to dividends, distributions or liquidating distributions being paid on Capital Stock shall not be deemed a restriction on the Companyability to make distributions on Capital Stock); (2) to make loans or advances to the Issuer or any other Restricted Subsidiary; or (c3) otherwise to transfer any of its property or assets to the Company Issuer or any other Restricted Subsidiary. (b) Notwithstanding the restrictions in Section 4.8(a), the Issuer may, and may permit any Restricted Subsidiary of the Companyto, except for suffer to exist any such encumbrances encumbrance or restrictions existing under or by reason ofrestriction: (1) applicable lawpursuant to any agreement in effect on the Merger Closing Date (including the Senior Credit Facilities and other documents relating to the Senior Credit Facilities); (2) pursuant to this Indenture, the Notes, any Additional Notes and the Collateral AgreementsSubsidiary Guarantees; (3) customary non-assignment provisions pursuant to an agreement relating to any Debt Incurred by or Capital Stock of any contract a Person (other than a Restricted Subsidiary existing on the Merger Closing Date or any lease governing a leasehold interest of any Restricted Subsidiary carrying on any of the Companybusinesses of any such Restricted Subsidiary) prior to the date on which such Person became a Restricted Subsidiary and outstanding on such date and not Incurred in connection with, or anticipation of, becoming a Restricted Subsidiary; provided that the Incurrence of such Debt was permitted under Section 4.9; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable pursuant 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; (5) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issuedeffecting a renewal, assumed refunding, replacement, refinancing or incurred extension of Debt Incurred pursuant to an agreement referred to in clause (2), (41) or (53) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this IndentureSection 4.8(b); provided, however, that the provisions contained in such renewal, refunding, replacement, refinancing or extension agreement relating to such encumbrance or restriction are not materially more restrictive, taken as a whole, than the provisions contained in the agreement being renewed, refunded, replaced, refinanced or extended (as conclusively determined by the Issuer in good faith); (5) in the case of a restriction described in clause (3) of Section 4.8(a), contained in any such Indebtedness are no less favorable security agreement securing Debt of a Restricted Subsidiary otherwise permitted under this Indenture, but only to the Company in any material respect as determined by extent such restrictions restrict the Board of Directors transfer of the Company in their reasonable and good faith judgment than the provisions relating assets or property subject to such security agreement; provided that any such encumbrance or restriction contained is released to the extent the underlying Lien is released or the related Debt repaid; (6) customary restrictions in leases (including finance leases), subleases, licenses, sublicenses, security agreements referred to or mortgages or other purchase money obligations for property acquired in such the ordinary course of business that impose restrictions on the property purchased or leased of the nature described in clause (2), (43) or (5of Section 4.8(a); (7) any restriction Liens permitted to be Incurred pursuant to Section 4.12 that limit the right of the debtor to Dispose of the assets subject to such Liens; (8) with respect to a Restricted Subsidiary Subsidiary, imposed pursuant to an agreement which has been entered into for the sale or disposition Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of Subsidiary; provided that such sale restriction terminates if such transaction is closed or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessabandoned; (9) in bona fide contracts for the sale of any property or assets; (10) any encumbrance or restriction contained in the terms of any Debt or Capital Stock otherwise permitted to be Incurred under this Indenture if the Issuer determines that any such encumbrance or restriction either (i) will not materially affect the Issuer’s ability to make principal or interest payments on the Notes and such restrictions are not materially less favorable to Holders of Notes than is customary in comparable financings or (ii) are not materially more restrictive, taken as a whole, with respect to any Restricted Subsidiary than those in effect on the Merger Closing Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Merger Closing Date or those contained in this Indenture or the Senior Credit Facilities, in each case as determined in good faith by the Board of Directors or an Officer of the Issuer; (11) restrictions applicable to Foreign Subsidiaries in agreements or instruments governing Debt of Foreign Subsidiaries; (12) if such encumbrance or restriction is the result of applicable laws or regulations; (13) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or; (1014) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business; (15) customary restrictions on provisions restricting assignment of any agreement entered into in the transfer ordinary course of assets subject business; (16) consensual arrangements with insurance regulators with respect to a Permitted Lien imposed the Insurance Subsidiary; (17) customary net worth provisions contained in real property leases entered into by the holder Issuer and the Restricted Subsidiaries, so long as the Issuer has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of such Liensthe Issuer and the Restricted Subsidiaries to meet their ongoing obligations under this Indenture and the Notes; and (18) customary prohibitions, conditions and restrictions (as determined by the Issuer in good faith) contained in agreements and documents relating to any Qualified Securitization Transaction.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (a) (i) pay dividends or make any other distributions on to the Company or in respect any of its Restricted Subsidiaries (A) on its Capital Stock, Stock or (B) with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; , (b) make loans or advances or pay any Indebtedness or other obligation owed capital contributions to the Company or any other of its Restricted Subsidiary of the Company; or Subsidiaries, or (c) sell, lease or transfer any of its property properties or assets to the Company or any other of its Restricted Subsidiary of the CompanySubsidiaries, except for such encumbrances or restrictions existing under or by reason of: reasons of (1i) Existing Indebtedness as in effect on the date of the Original Indenture, (ii) the Credit Agreement, provided that the encumbrances or restrictions contained in such agreement as amended, modified, supplemented, restructured, renewed, restated, refunded, replaced or refinanced or extended from time to time on one or more occasions are no more restrictive than those contained in the Credit Agreement as in effect on the date of the Original Indenture, (iii) the Original Indenture and the Existing Notes and this Indenture and the Notes, (iv) applicable law; , (2) this Indenture, the Notes, any Additional Notes and the Collateral Agreements; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4v) any instrument governing Acquired IndebtednessIndebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries or of any Person that becomes a Restricted Subsidiary as in effect at the time of such acquisition or such Person becoming a Restricted Subsidiary (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition or such Person becoming a Restricted Subsidiary), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person Person, so acquired; , provided that the Consolidated Cash Flow of such Person is not taken into account (5) agreements existing on the Issue Date to the extent and of such restriction) in determining whether such acquisition was permitted by the manner such agreements are in effect on terms of this Indenture, (vi) restrictions of the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to nature described in clause (2), (4) or (5c) above and (ii) governing any other Indebtedness by reason of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the customary non-assignment provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts leases entered into in the ordinary course of business; business and consistent with past practices, (9vii) customary provisions in joint venture agreements and other similar agreements entered into purchase money obligations for property acquired in the ordinary course of business; or business that impose restrictions of the nature described in this clause (10c) above on the property so acquired, (viii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancings are no more restrictive than those contained in the agreements governing the Indebtedness or Disqualified Stock being refinanced, or (ix) customary restrictions on in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of assets the property subject to a Permitted Lien imposed by the holder of such Lienssecurity agreements and mortgages.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall Xxxxxx Publishing will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company Xxxxxx Publishing to: (a1) pay dividends or make any other distributions on or in respect of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b2) make loans or advances to Xxxxxx Publishing or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company Xxxxxx Publishing or any other Restricted Subsidiary of the CompanyXxxxxx Publishing; or (c3) transfer any of its property or assets to the Company Xxxxxx Publishing or any other Restricted Subsidiary of the CompanyXxxxxx Publishing, except in each case for such encumbrances or restrictions existing under or by reason of: (1a) applicable law; (2b) this Indenture, the Notes, any Additional Notes and the Collateral AgreementsIndenture Documents; (3c) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the CompanyXxxxxx Publishing; (4d) 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; (5e) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit AgreementTranche A Loan, the Intercreditor Agreement Tranche B Loan, the Refinanced Debt and the indenture governing the 9% Coinmach Corp. NotesWorking Capital Facility; (6f) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed other Senior Debt or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary Guarantor Senior Debt permitted to be incurred under this Indenture; provided, however, that that, with respect to any agreement governing such other Senior Debt or Guarantor Senior Debt, the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company Xxxxxx Publishing in any material respect as determined by the Board of Directors of the Company Xxxxxx Publishing in their its reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to the Tranche A Loan as in such clause (2), (4) or (5); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions effect on the transfer of assets subject to a Permitted Lien imposed by the holder of such Liens.Issue Date;

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to: to (a) pay dividends or make any other distributions on to the Company or in respect any of its Restricted Subsidiaries (1) on its Capital Stock, Stock or (2) with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or (b) pay any Indebtedness indebtedness owed to the Company or any of its Restricted Subsidiaries; , (bc) make loans or advances or pay any Indebtedness or other obligation indebtedness owed to the Company or any other Restricted Subsidiary of the Company; or its Subsidiaries or (cd) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Companyits Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (1) applicable law; Existing Indebtedness as in effect on the date of this Indenture, (2) this Indenture, the Notes, any Additional Notes and the Collateral Agreements; Guarantees, (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; applicable law, (4) any instrument governing Acquired IndebtednessIndebtedness 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 Person, or the properties property or assets of the Person Person, so acquired; , (5) agreements existing on the Issue Date to the extent and customary nonassignment provisions in contracts entered into in the manner such agreements are in effect on the Issue Dateordinary course of business, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance Purchase Money Obligations for property acquired in the Indebtedness issued, assumed or incurred pursuant to an agreement referred to ordinary course of business that impose restrictions of the nature described in clause (2)d) above on the property so acquired, (47) any restriction or (5) above and (ii) governing any other Indebtedness encumbrance contained in contracts for sale of assets permitted by Section 4.15 in respect of the Company assets being sold pursuant to such contracts, (8) 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, (9) restrictions on the transfer of assets subject to any Restricted Subsidiary Lien permitted to be incurred under this IndentureInden- ture imposed by the holder of such Lien, (10) Refinancing Indebtedness; provided, however, that the provisions relating to such encumbrance or restriction restrictions contained -------- ------- in any such Refinancing Indebtedness are no not less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction restrictions contained in the agreements referred to in such clause (2a), (4b), (c) or (5); (7d) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Liensabove.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company toSubsidiary: (a1) to pay dividends (in cash or otherwise) or make any other distributions on or in respect of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, to Stock owned by the Company or any of its other Restricted Securities Subsidiary or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b) make loans or advances or pay any Indebtedness Debt or other obligation owed to the Company or any other Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividends, distributions or liquidating distributions prior to dividends, distributions or liquidating distributions being paid on Capital Stock shall not be deemed a restriction on the Companyability to make distributions on Capital Stock); (2) to make loans or advances to the Company or any other Restricted Subsidiary; or (c3) otherwise to transfer any of its property or assets to the Company or any other Restricted Subsidiary. (b) Notwithstanding the restrictions in Section 4.8(a), the Company may, and may permit any Restricted Subsidiary of the Companyto, except for suffer to exist any such encumbrances encumbrance or restrictions existing under or by reason ofrestriction: (1) applicable lawpursuant to any agreement in effect on the Issue Date (including the ABL Credit Facility and the related documentation and related Permitted Interest Rate, Currency or Commodity Price Agreements); (2) pursuant to this Indenture, the Notes, any Additional Notes and the Collateral AgreementsSubsidiary Guarantees; (3) customary non-assignment provisions pursuant to an agreement relating to any Debt Incurred by or Capital Stock of any contract a Person (other than a Restricted Subsidiary existing on the Issue Date or any lease governing a leasehold interest of any Restricted Subsidiary carrying on any of the Company; (4businesses of any such Restricted Subsidiary) any instrument governing Acquired Indebtednessprior to the date on which such Person became a Restricted Subsidiary and outstanding on such date and not Incurred in connection with, or anticipation of, becoming a Restricted Subsidiary, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; provided that the Incurrence of such Debt was permitted under Section 4.9; (54) agreements existing on the Issue Date pursuant to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issuedeffecting any amendments, assumed modifications, restatements, renewals, increases, supplements, refundings, replacements or incurred refinancings of Debt Incurred pursuant to an agreement referred to in clause clauses (21), (43), (6) or (5) above and (ii11) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this IndentureSection 4.8(b); provided, however, that the provisions contained in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings relating to such encumbrance or restriction are not materially more restrictive, taken as a whole, than the provisions contained in the agreement being renewed, refunded, replaced, refinanced or extended; (5) in the case of a restriction described in Section 4.8(a)(3), contained in any such Indebtedness are no less favorable security agreement securing Debt of a Restricted Subsidiary otherwise permitted under this Indenture, but only to the Company in any material respect as determined by extent such restrictions restrict the Board of Directors transfer of the Company in their reasonable and good faith judgment than the provisions relating assets or property subject to such security agreement; provided that any such encumbrance or restriction contained is released to the extent the underlying Lien is released or the related Debt repaid; (6) customary restrictions in agreements referred to in such clause leases (2including finance leases), (4) subleases, licenses, sublicenses, security agreements or (5mortgages, including with respect to intellectual property and other agreements, or other purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property purchased or leased of the nature described in Section 4.8(a)(3); (7) any restriction Liens permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens; (8) with respect to a Restricted Subsidiary Subsidiary, imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary pending the closing of Subsidiary; provided that such sale restriction terminates if such transaction is closed or dispositionabandoned; (8) 9) in bona fide contracts for the sale of any property or assets; (10) any encumbrance or restriction contained in the terms of any Debt or Capital Stock otherwise permitted to be Incurred under this Indenture if the Company determines that any such encumbrance or restriction either (i) will not materially affect the Company’s ability to make principal or interest payments on the Notes and such restrictions are not materially less favorable to Holders of Notes than is customary in comparable financings or (ii) are not materially more restrictive, taken as a whole, with respect to any Restricted Subsidiary than those in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date or those contained in this Indenture or the ABL Credit Facility, in each case as determined in good faith by the Board of Directors or an Officer of the Company; (11) restrictions applicable to Foreign Subsidiaries in agreements or instruments governing Debt of Foreign Subsidiaries; (12) if such encumbrance or restriction is the result of applicable laws or regulations; (13) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; (14) any agreement or other instrument of a Person acquired by or merged, amalgamated or consolidated with or into the Company or any Restricted Subsidiary in existence at the time of such acquisition or at the time it merges, amalgamates or consolidates with or into the Company or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof); provided that such encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (15) any encumbrance or restriction pursuant to a Permitted Interest Rate, Currency or Commodity Price Agreement; (16) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of businessbusiness or arising in connection with any Lien permitted under Section 4.12; (917) customary provisions restrictions or conditions contained in joint venture agreements and any trading, netting, operating, construction, service, supply, purchase, sale or other similar agreements agreement to which the Company or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary that are subject to such agreement or dedicated to the performance thereunder by the Company or such Restricted Subsidiary, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; or (1018) customary restrictions on provisions restricting assignment of any agreement entered into in the transfer ordinary course of assets subject to a Permitted Lien imposed by the holder of such Liensbusiness.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (a1) pay dividends or make any other distributions on or in respect of its Capital Stock, Stock or with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1A) applicable law, rule or regulation; (2B) the Notes, this Indenture, the Notes, any Additional Notes and Guarantees or the Collateral Agreements; (3C) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the CompanyCompany to the extent such provisions restrict the transfer of the lease or the property leased thereunder; (4D) 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; (5E) the Credit Facility (and all replacements or amendments thereof on terms with respect to such encumbrances or restrictions no more materially adverse to the Holders taken as a whole); (F) agreements existing on the Issue Date (other than as set forth in clauses (B) and (E) above) to the extent and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6G) restrictions on the transfer of assets subject to any Lien permitted under this Indenture; (H) restrictions imposed by any agreement to sell Capital Stock of a Subsidiary of the Company or other assets permitted under this Indenture to any Person pending the closing of such sale; (I) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; (J) restrictions contained in the terms of the Purchase Money Indebtedness or Capitalized Lease Obligations and not incurred in violation of this Indenture; provided that such restrictions relate only to the assets financed with such Indebtedness; (K) restrictions in other Indebtedness incurred in compliance with Section 4.08; provided that such restrictions, taken as a whole, are, in the good faith judgment of the Company’s Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clause (B), (E) or (F) above; (L) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business; (M) restrictions on the ability of any Foreign Restricted Subsidiary to make dividends or other distributions resulting from the operation of covenants contained in documentation governing Indebtedness of such Subsidiary permitted under this Indenture; or (N) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred permitted pursuant to an agreement referred to in clause (2B), (4) D), (E), (F), (J), or (5K) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indentureabove; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect Company, taken as a whole, as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2B), (4) D), (E), (F), (J), or (5K); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such Liens.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Neither the Company shall notnor the Parent shall, and neither the Company nor the Parent shall not cause or permit any of its their respective Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: to (a) (i) pay dividends or make any other distributions to the Company, the Parent or any of their respective Restricted Subsidiaries (A) on or in respect of its Capital Stock, Stock or (B) with respect to any other interest or participation in, or measured by, its profits, to the Company or any of its Restricted Securities or (ii) pay any Indebtedness owed to the Company Company, the Parent or any of its their respective Restricted Subsidiaries; , (b) make loans or advances or pay any Indebtedness or other obligation owed capital contributions to the Company Company, the Parent or any other of their respective Restricted Subsidiary of the Company; or Subsidiaries, or (c) sell, lease or transfer any of its property properties or assets to the Company Company, the Parent or any other of their respective Restricted Subsidiary of the CompanySubsidiaries, except for such encumbrances or restrictions existing under or by reason of: reasons of (1i) Existing Indebtedness as in effect on the date of this Indenture, (ii) any Credit Facility, provided that the encumbrances or restrictions contained in such facility as amended, modified, supplemented, restructured, renewed, restated, refunded, replaced or refinanced or extended from time to time on one or more occasions are no more restrictive than those contained in the Credit Agreement as in effect on the date of this Indenture, (iii) this Indenture and the Notes, (iv) applicable law; , (2) this Indenture, the Notes, any Additional Notes and the Collateral Agreements; (3) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Company; (4v) any instrument governing Acquired IndebtednessIndebtedness or Capital Stock of a Person acquired by the Company, the Parent or any of their respective Restricted Subsidiaries or of any Person that becomes a Restricted Subsidiary as in effect at the time of such acquisition or such Person becoming a Restricted Subsidiary (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition or such Person becoming a Restricted Subsidiary), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person Person, so acquired; , provided that the Consolidated Cash Flow of such Person is not taken into account (5) agreements existing on the Issue Date to the extent and of such restriction) in determining whether such acquisition was permitted by the manner such agreements are in effect on terms of this Indenture, (vi) restrictions of the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to nature described in clause (2), (4) or (5c) above and (ii) governing any other Indebtedness by reason of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the customary non- assignment provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5); (7) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts leases entered into in the ordinary course of business; business and consistent with past practices, (9vii) customary provisions in joint venture agreements and other similar agreements entered into purchase money obligations for property acquired in the ordinary course of business; or business that impose restrictions of the nature described in this clause (10c) above on the property so acquired, (viii) Permitted Refinancings, provided that the encumbrances or restrictions contained in the agreements governing such Permitted Refinancings are no more restrictive than those contained in the agreements governing the Indebtedness or Disqualified Stock being refinanced, or (ix) customary restrictions on in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of assets the property subject to a Permitted Lien imposed by the holder of such Lienssecurity agreements and mortgages.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual, encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: (a1) pay dividends or make any other distributions on or in respect of its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, Stock to the Company or any of its Restricted Securities or pay any Indebtedness owed to the Company or any of its Restricted SubsidiariesSubsidiary; (b2) make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company; or (c3) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company, except for such encumbrances or restrictions existing under or by reason of: (1a) applicable law, rules, regulations and/or orders; (2b) this IndentureIndenture (including, the Noteswithout limitation, any Additional Notes Liens permitted by this Indenture) and the Collateral AgreementsSenior Dollar Notes Indenture (including, without limitation, any lien permitted by such Senior Dollar Notes Indenture); (3c) customary non-assignment provisions of any contract contract, or any lease or license governing a leasehold interest interest, of any Restricted Subsidiary of the Company; (4d) any agreement or 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 acquiredacquired or any Subsidiary of such Person; (5e) any agreements or instruments existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive (as determined in the good faith judgment of the Company) in any material respect, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements or instruments as in effect on the Issue Date, including ; (f) the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6g) Purchase Money Indebtedness incurred in compliance with Section 1007 hereof that impose restrictions of the nature described in clause (3) above on the property acquired; (h) any agreement relating to Indebtedness of a Restricted Subsidiary permitted to be incurred under Section 1007 hereof; (i) restrictions on cash or other deposits or net worth imposed under contracts entered into in the ordinary course of business; (j) any encumbrance or restriction existing under or by reason of contractual requirements in connection with a Qualified Receivables Transaction; (k) pursuant to any merger agreements, stock purchase agreements, asset sale agreements and similar agreements limiting the transfer of properties and assets or distributions pending consummation of the subject transaction; (l) in the case of clause (3) of this Section 1010, any encumbrance or restriction (a) 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, (b) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, or (c) contained in security agreements securing Indebtedness of any Restricted Subsidiary to the extent permitted by this Indenture and such encumbrance or restrictions restrict the transfer of the property subject to such security agreements; (m) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2b), (4d), (e), (g), (h) or (5j) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indentureabove; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company more restrictive in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2b), (4d), (e), (g), (h) or (5);j) as determined by the Company; and (7n) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement agreements or instruments, including, without limitation, joint venture agreements, entered into for to facilitate the sale Turnaround Program or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a connection with Permitted Lien imposed by the holder of such LiensJoint Venture Investments.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall Issuers will not, and shall will not cause or permit any of its their Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to: an Issuer to (aa)(i) pay dividends or make any other distributions to an Issuer or any Restricted Subsidiary of an Issuer (A) on or in respect of its Capital Stock, Stock or (B) with respect to any other interest or participation in, or measured by, its profits, to the Company profits or (ii) repay any Indebtedness or any of its Restricted Securities or pay any Indebtedness other obligation owed to the Company an Issuer or any Restricted Subsidiary of its Restricted Subsidiaries; an Issuer, (b) make loans or advances or pay any Indebtedness or other obligation owed capital contributions to the Company an Issuer or any other of its Restricted Subsidiary of the Company; or Subsidiaries or (c) transfer any of its property properties or assets to the Company an Issuer or any other of their Restricted Subsidiary of the CompanySubsidiaries, except for such encumbrances or restrictions existing under or by reason of: of (1i) applicable law; encumbrances or restrictions existing on the Issue Date to the extent and in the manner such encumbrances and restrictions are in effect on the Issue Date, (2ii) (x) this Indenture, the Notes, any Additional Notes and the Collateral Agreements; Guarantees and (3y) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary the Discount Notes Indenture, the Discount Notes and the guarantees of the Company; Discount Notes, (4iii) applicable law, (iv) the Senior Credit Facility, (v) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person (including any Subsidiary of the Person), so acquired; , (5vi) customary non-assignment provisions in leases or other agreements existing on entered in the Issue Date ordinary course of business and consistent with past practices, (vii) Refinancing Indebtedness; provided that such restrictions are no more -------- restrictive than those contained in the agreements governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, (viii) customary restrictions in security agreements or mortgages securing Indebtedness of an Issuer or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements and in the manner such agreements are in effect on the Issue Date, including the Credit Agreement, the Intercreditor Agreement and the indenture governing the 9% Coinmach Corp. Notes; (6) an agreement (i) governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) mortgages or (5ix) above and (ii) governing any other Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under this Indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5); (7) any restriction customary restrictions with respect to a Restricted Subsidiary imposed of an Issuer 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 Restricted Subsidiary pending the closing of such sale or disposition; (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (9) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; or (10) customary restrictions on the transfer of assets subject to a Permitted Lien imposed by the holder of such LiensSubsidiary.