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 permit any Restricted Subsidiary to, directly or indirectly, create or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: (a) to pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, to the Company or any other Restricted Subsidiary, (b) to make loans or advances to the Company or any other Restricted Subsidiary or (c) to transfer any of its Property to the Company or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business; (b) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Issuers shall not, and shall not permit any Restricted Subsidiary Subsidiaries to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary: Subsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by an Issuer or in respect any of its Capital Stock, or make payments on Restricted Subsidiaries; (2) pay any Indebtedness owed, owed to the Company an Issuer or any other Restricted Subsidiary, ; (b3) to make loans or advances to the Company an Issuer or any other Restricted Subsidiary Subsidiary; or (4) transfer its property or (c) assets to transfer any of its Property to the Company an Issuer or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business;. (b) Section 5.13(a) shall not restrict any instrument governing Indebtedness encumbrances or restrictions: (1) existing under, by reason of a Person acquired by or with respect to this Indenture, the Company Credit Agreement and any other agreement in effect on the Issue Date as in effect on the Issue Date, and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or any Restricted Subsidiary at the time replacements of such acquisitionagreements; provided, which encumbrance however, that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder replacements are not materially more restrictive restrictive, taken as a whole, than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as those in effect on the Issue Date; (d2) existing under, by reason of or with respect to any other Indebtedness of the Revolving Credit Agreement Issuers or their Restricted Subsidiaries permitted under this Indenture; provided, however, that the Issuers have determined in good faith that the encumbrances and restrictions contained in the agreement or agreements governing the other Indebtedness are not materially more restrictive, taken as a whole, than those contained in customary comparable financings and will not impair in any material respect the Issuers’ and the Guarantors’ ability to make payments on the Notes and Guarantees thereof when due; (3) existing with respect to any Person or the property or assets of such Person acquired by an Issuer or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements thereof; provided, however, that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are entered into in the ordinary course of business or not materially more restrictive, taken as a whole, than those contained in the instruments or agreements with respect to such Person or its property or assets as in effect on the Issue Date date of such acquisition; (4) existing under, by reason of or with respect to provisions in joint venture, operating or similar agreements; (5) in the case of Section 5.13(a)(4): (i) 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, (ii) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of an Issuer or any Restricted Subsidiary not otherwise prohibited by this Indenture, (iii) existing under, by reason of or with respect to (1) purchase money obligations for property acquired in the ordinary course of business or (2) capital leases or operating leases that impose encumbrances or restrictions on the property so acquired or covered thereby, or (iv) 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 an Issuer or any Restricted Subsidiary in any manner material to an Issuer and its Restricted Subsidiaries taken as a whole; (6) any encumbrance or restriction with respect to a Restricted Subsidiary that is a Guarantor which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that amends, modifies, supplements, restates, extends, renews, refinances such Subsidiary is a party to or replaces entered into before the Revolving Credit Agreementdate on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the terms Issuers or any other Restricted Subsidiary other than the assets and conditions property of such Subsidiary; and (7) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock of, or property and assets of, such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the closing of such sale or other disposition. (c) Nothing contained in this Section 5.13 shall prevent an Issuer or any Restricted Subsidiary from restricting the sale or other disposition of property or assets of an Issuer or any of its Restricted Subsidiaries that secure Indebtedness of the Issuers or any of their Restricted Subsidiaries. For purposes of determining compliance with this Section 5.13, (1) the priority of any Payment Restrictions thereunder are Preferred Stock in receiving dividends or liquidating distributions prior to distributions being paid on common stock shall not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect be deemed a restriction on the Issue Date; ability to make distributions on Capital Stock and (e2) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect subordination of loans or advances made to a Restricted Subsidiary to other Indebtedness incurred by such Restricted Subsidiary shall not be deemed a restriction on the Issue Dateability to make loans or advances.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Issuers shall not, and shall not permit any Restricted Subsidiary Subsidiaries to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary: Subsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by an Issuer or in respect any of its Capital Stock, or make payments on Restricted Subsidiaries; (2) pay any Indebtedness owed, owed to the Company an Issuer or any other Restricted Subsidiary, ; (b3) to make loans or advances to the Company an Issuer or any other Restricted Subsidiary Subsidiary; or (4) transfer its property or (c) assets to transfer any of its Property to the Company an Issuer or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business;. (b) Section 5.13(a) shall not restrict any instrument governing Indebtedness encumbrances or restrictions: (1) existing under, by reason of a Person acquired by or with respect to this Indenture, the Company Credit Agreement and any other agreement in effect on the Issue Date as in effect on the Issue Date, and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or any Restricted Subsidiary at the time replacements of such acquisitionagreements; provided, which encumbrance however, that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder replacements are not materially more restrictive restrictive, taken as a whole, than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as those in effect on the Issue Date; (d2) existing under, by reason of or with respect to any other Indebtedness of the Revolving Credit Agreement Issuers or their Restricted Subsidiaries permitted under this Indenture; provided, however, that the Issuers have determined in good faith that the encumbrances and restrictions contained in the agreement or agreements governing the other Indebtedness are not materially more restrictive, taken as a whole, than those contained in customary comparable financings and will not impair in any material respect the Issuers’ and the Guarantors’ ability to make payments on the Notes and Guarantees thereof when due; (3) existing with respect to any Person or the property or assets of such Person acquired by an Issuer or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements thereof; provided, however, that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are entered into in the ordinary course of business or not materially more restrictive, taken as a whole, than those contained in the instruments or agreements with respect to such Person or its property or assets as in effect on the Issue Date date of such acquisition; (4) existing under, by reason of or with respect to provisions in joint venture, operating or similar agreements; (5) in the case of Section 5.13(a)(4): (i) 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, (ii) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of an Issuer or any Restricted Subsidiary not otherwise prohibited by this Indenture, (iii) existing under, by reason of or with respect to (1) purchase money obligations for property acquired in the ordinary course of business or (2) capital leases or operating leases that impose encumbrances or restrictions on the property so acquired or covered thereby, or (iv) 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 an Issuer or any Restricted Subsidiary in any manner material to an Issuer and its Restricted Subsidiaries taken as a whole; (6) any encumbrance or restriction with respect to a Restricted Subsidiary that is a Guarantor which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that amends, modifies, supplements, restates, extends, renews, refinances such Subsidiary is a party to or replaces entered into before the Revolving Credit Agreementdate on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the terms and conditions of Issuers or any Payment Restrictions thereunder are not materially more restrictive other Restricted Subsidiary other than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes assets and the subsidiary guarantees thereofproperty of such Subsidiary; or (f7) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock of, or property and assets of, such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the closing of such sale or other disposition. (c) Nothing contained in this Section 5.13 shall prevent an Issuer or any Restricted Subsidiary from restricting the sale or other disposition of property or assets of an Issuer or any of its Restricted Subsidiaries that secure Indebtedness of the Issuers or any of their Restricted Subsidiaries. For purposes of determining compliance with this Section 5.13, (1) the Convertible Notes Indentures, the New Convertible Notes and priority of any subsidiary guarantees thereof, Preferred Stock in each case as in effect receiving dividends or liquidating distributions prior to distributions being paid on common stock shall not be deemed a restriction on the Issue Dateability to make distributions on Capital Stock and (2) the subordination of loans or advances made to a Restricted Subsidiary to other Indebtedness incurred by such Restricted 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. (a) The Company Issuers shall not, and shall not permit any Restricted Subsidiary Subsidiaries to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary: Subsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by an Issuer or in respect any of its Capital Stock, or make payments on Restricted Subsidiaries; (2) pay any Indebtedness owed, owed to the Company an Issuer or any other Restricted Subsidiary, ; (b3) to make loans or advances to the Company an Issuer or any other Restricted Subsidiary Subsidiary; or (4) transfer its property or (c) assets to transfer any of its Property to the Company an Issuer or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business;. (b) Section 5.13(a) shall not restrict any instrument governing Indebtedness encumbrances or restrictions: (1) existing under, by reason of a Person acquired by or with respect to this Indenture, the Company U.S. Credit Agreement, the Australian Credit Agreement, the U.K. Credit Agreement and any other agreement in effect on the Issue Date as in effect on the Issue Date, and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or any Restricted Subsidiary at the time replacements of such acquisitionagreements; provided, which encumbrance however, that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder replacements are not materially more restrictive restrictive, taken as a whole, than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as those in effect on the Issue Date; (d2) existing under, by reason of or with respect to any other Indebtedness of the Revolving Credit Agreement Issuers or their Restricted Subsidiaries permitted under this Indenture; provided, however, that the Issuers have determined in good faith that the encumbrances and restrictions contained in the agreement or agreements governing the other Indebtedness are not materially more restrictive, taken as a whole, than those contained in customary comparable financings and will not impair in any material respect the Issuers’ and the Guarantors’ ability to make payments on the Notes and Guarantees thereof when due; (3) existing with respect to any Person or the property or assets of such Person acquired by an Issuer or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements thereof; provided, however, that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are entered into in the ordinary course of business or are not materially more restrictive, taken as a whole, than those contained in the instruments or agreements with respect to such Person or its property or assets as in effect on the Issue Date date of such acquisition; (4) existing under, by reason of or with respect to provisions in joint venture, operating or similar agreements; (5) in the case of Section 5.13(a)(4): (i) 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, (ii) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of an Issuer or any Restricted Subsidiary not otherwise prohibited by this Indenture, (iii) existing under, by reason of or with respect to (1) purchase money obligations for property acquired in the ordinary course of business or (2) capital leases or operating leases that impose encumbrances or restrictions on the property so acquired or covered thereby, or (iv) 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 an Issuer or any Restricted Subsidiary in any manner material to an Issuer and its Restricted Subsidiaries taken as a whole; (6) any encumbrance or restriction with respect to a Restricted Subsidiary that is a Guarantor which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that amends, modifies, supplements, restates, extends, renews, refinances such Subsidiary is a party to or replaces entered into before the Revolving Credit Agreementdate on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the terms and conditions of Issuers or any Payment Restrictions thereunder are not materially more restrictive other Restricted Subsidiary other than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Dateassets and property of such Subsidiary; (e7) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the Senior Secured Notes Indenturesale or disposition of the Capital Stock of, or property and assets of, such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereofclosing of such sale or other disposition; or (f8) encumbrances or restrictions existing under or by reason of applicable law, regulation, order, approval, license, permit or similar restriction or agreement with governmental authorities with respect to assets located in their jurisdiction. (c) Nothing contained in this Section 5.13 shall prevent an Issuer or any Restricted Subsidiary from restricting the sale or other disposition of property or assets of an Issuer or any of its Restricted Subsidiaries that secure Indebtedness of the Issuers or any of their Restricted Subsidiaries. For purposes of determining compliance with this Section 5.13, (1) the Convertible Notes Indentures, the New Convertible Notes and priority of any subsidiary guarantees thereof, Preferred Stock in each case as in effect receiving dividends or liquidating distributions prior to distributions being paid on common stock shall not be deemed a restriction on the Issue Dateability to make distributions on Capital Stock and (2) the subordination of loans or advances made to a Restricted Subsidiary to other Indebtedness incurred by such Restricted 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. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, Stock to the Company or any other of its Restricted SubsidiarySubsidiaries, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (bii) to make loans or advances to the Company or any other of its Restricted Subsidiary Subsidiaries; or (iii) sell, lease or (c) to transfer any of its Property properties or assets to the Company or any other of its Restricted Subsidiary Subsidiaries. (any such b) The restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will set forth in clause (a) of Section 4.09 shall not apply to encumbrances or restrictions existing under or under, by reason ofof or with respect to: (ai) the Senior Credit Agreement, any Existing Indebtedness, Capital Stock or any other agreements or instruments, in each case in effect on the Issue Date and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Executive Officer and the Chief Financial Officer of the Company, no more restrictive, taken as a whole, than those contained in the applicable agreements or instruments as in effect on the Issue Date; (ii) this Indenture, the Notes and the Subsidiary Guarantees; (iii) applicable law, rule, regulation, order, approval, permit or similar restriction; (iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company, no more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided, further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (v) customary non-assignment provisions in contracts, leases and licenses (including, without limitation, licenses of intellectual property) entered into in the ordinary course of business; (vi) any agreement for the sale or other disposition of the Equity Interests in, or all or substantially all of the properties or assets of, a Restricted Subsidiary, that restricts distributions by the applicable Restricted Subsidiary pending the sale or other disposition; (vii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (viii) Liens permitted to be incurred under Section 4.08 that limit the right of the debtor to dispose of the assets subject to such Liens; (ix) the 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 preferred stock is permitted pursuant to Section 4.06 and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (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); (x) other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be incurred pursuant to an agreement entered into after the Issue Date in accordance with Section 4.06; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company and its Restricted Subsidiaries, taken as a whole, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company, than the provisions contained in the Senior Credit Agreement as in effect on the Issue Date; (xi) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company interest; (xii) Hedging Obligations permitted from time to time under this Indenture; (xiii) restrictions on cash or any Restricted Subsidiary, other deposits or customary restrictions in licenses relating to the Property covered thereby and net worth imposed by customers under contracts entered into in the ordinary course of business; (bxiv) any instrument with respect only to encumbrances or restrictions of the type referred to in clause (iii) of Section 4.09(a): (A) customary nonassignment provisions (including provisions forbidding subletting) in leases governing Indebtedness leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in oil and gas properties to the extent such provisions restrict the transfer of a Person acquired by the Company lease, the property leased thereunder or any Restricted Subsidiary at the time other interests therein; (B) provisions limiting the disposition or distribution of assets or property in, or transfer of Capital Stock of, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into (i) in the ordinary course of business, or (ii) with the approval of the Company’s Board of Directors, which limitations are applicable only to the assets, property or Capital Stock that are the subject of such acquisitionagreements; (C) Capital Lease Obligations, which security agreements, mortgages, purchase money agreements or similar instruments to the extent such encumbrance or restriction is not applicable to any other Person, other than restricts the Person, or the Property transfer of the Personproperty (including Capital Stock) subject to such Capital Lease Obligations, so acquiredsecurity agreements, provided that such Indebtedness was not incurred mortgages, purchase money agreements or similar instruments; and (D) provisions restricting dispositions of real property interests in anticipation of such acquisitionreciprocal easement agreements; (cxv) any instrument governing Indebtedness encumbrances or Disqualified Capital Stock of restrictions with respect to an Unrestricted Subsidiary entered into before it became a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue DateSubsidiary.

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 permit any Restricted Subsidiary to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on any Capital Stock of such Restricted Subsidiary owned by the Company or in respect of its Capital Stock, or make payments on any other Restricted Subsidiary, (2) pay any Indebtedness owed, owed to the Company or any other Restricted Subsidiary, , (b3) to make loans or advances to the Company or any other Restricted Subsidiary or (4) sell, lease or (c) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary. (b) The provisions of paragraph (a) shall not restrict any encumbrances or restrictions: (1) in the Notes, the Subsidiary (Guarantees, the Indenture, the Security Documents, or under any Permitted Priority Secured Indebtedness of the Company or any Subsidiary Guarantor or Permitted Priority Subsidiary Guarantee of any Subsidiary Guarantor, and any extensions, refinancings, renewals, supplements, amendments or replacements of any of the foregoing agreements; provided that the encumbrances and restrictions in any such restrictions being collectively referred to herein extension, refinancing, renewal, supplement, amendment or replacement, taken as a “Payment Restriction”). Howeverwhole, are no less favorable in any material respect to the preceding restrictions will not apply to Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed, supplemented, amended or replaced; (2) existing under or by reason of: (a) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of businessapplicable law; (b3) existing with respect to any instrument governing Indebtedness Person or the property or assets of a such Person acquired by the Company or any Restricted Subsidiary Subsidiary, existing at the time of such acquisitionacquisition and not incurred in contemplation thereof, which encumbrance encumbrances or restriction is restrictions are not applicable to any other Person, Person or the property or assets of any Person other than the Person, such Person or the Property property or assets of the Person, such Person so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) and any instrument governing Indebtedness extensions, refinancing, renewals or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreementreplacements thereof; provided that the terms encumbrances and conditions of restrictions in any Payment Restrictions thereunder such extension, refinancing, renewal or replacement, taken as a whole, are not materially more restrictive no less favorable in any material respect to the Holders than the Payment Restrictions contained in the Revolving Credit Agreement as those encumbrances or restrictions that are then in effect on the Issue Dateand that are being extended, refinanced, renewed or replaced; (e4) in the Senior Secured Notes Indenturecase of clause (4) of paragraph (a), that (i) restrict in a customary manner the New Senior Secured Notessubletting, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Issuers shall not, and shall not permit any Restricted Subsidiary Subsidiaries to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary: Subsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by an Issuer or in respect any of its Capital Stock, or make payments on Restricted Subsidiaries; (2) pay any Indebtedness owed, owed to the Company an Issuer or any other Restricted Subsidiary, ; (b3) to make loans or advances to the Company an Issuer or any other Restricted Subsidiary Subsidiary; or (4) transfer its property or (c) assets to transfer any of its Property to the Company an Issuer or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business;. (b) Section 4.13(a) shall not restrict any instrument governing Indebtedness encumbrances or restrictions: (1) existing under, by reason of a Person acquired by or with respect to this Indenture, the Company Credit Agreement and any other agreement in effect on the Issue Date as in effect on the Issue Date, and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or any Restricted Subsidiary at the time replacements of such acquisitionagreements; provided, which encumbrance however, that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder replacements are not materially more restrictive restrictive, taken as a whole, than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as those in effect on the Issue Date; (d2) existing under, by reason of or with respect to any other Indebtedness of the Revolving Credit Agreement Issuers or their Restricted Subsidiaries permitted under this Indenture; provided, however, that the Issuers have determined in good faith that the encumbrances and restrictions contained in the agreement or agreements governing the other Indebtedness are not materially more restrictive, taken as a whole, than those contained in customary comparable financings and will not impair in any material respect the Issuers’ and the Guarantors’ ability to make payments on the Notes when due; (3) existing with respect to any Person or the property or assets of such Person acquired by an Issuer or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements thereof; provided, however, that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are entered into in the ordinary course of business or not materially more restrictive, taken as a whole, than those contained in the instruments or agreements with respect to such Person or its property or assets as in effect on the Issue Date date of such acquisition; (4) existing under, by reason of or with respect to provisions in joint venture, operating or similar agreements; (5) in the case of Section 4.13(a)(4): (i) 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, (ii) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of an Issuer or any Restricted Subsidiary not otherwise prohibited by this Indenture, (iii) existing under, by reason of or with respect to (1) purchase money obligations for property acquired in the ordinary course of business or (2) capital leases or operating leases that impose encumbrances or restrictions on the property so acquired or covered thereby, or (iv) 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 an Issuer or any Restricted Subsidiary in any manner material to an Issuer and its Restricted Subsidiaries taken as a whole; (6) any encumbrance or restriction with respect to a Restricted Subsidiary that is a Guarantor which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that amends, modifies, supplements, restates, extends, renews, refinances such Subsidiary is a party to or replaces entered into before the Revolving Credit Agreementdate on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the terms Issuers or any other Restricted Subsidiary other than the assets and conditions property of such Subsidiary; and (7) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock of, or property and assets of, such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the closing of such sale or other disposition. (c) Nothing contained in this Section 4.13 shall prevent an Issuer or any Restricted Subsidiary from restricting the sale or other disposition of property or assets of an Issuer or any of its Restricted Subsidiaries that secure Indebtedness of the Issuers or any of their Restricted Subsidiaries. For purposes of determining compliance with this Section 4.13, (1) the priority of any Payment Restrictions thereunder are Preferred Stock in receiving dividends or liquidating distributions prior to distributions being paid on common stock shall not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect be deemed a restriction on the Issue Date; ability to make distributions on Capital Stock and (e2) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect subordination of loans or advances made to a Restricted Subsidiary to other Indebtedness incurred by such Restricted Subsidiary shall not be deemed a restriction on the Issue Dateability to make loans or advances.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Issuers shall not, and shall not permit any Restricted Subsidiary Subsidiaries to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary: Subsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by an Issuer or in respect any of its Capital Stock, or make payments on Restricted Subsidiaries; (2) pay any Indebtedness owed, owed to the Company an Issuer or any other Restricted Subsidiary, ; (b3) to make loans or advances to the Company an Issuer or any other Restricted Subsidiary Subsidiary; or (4) transfer its property or (c) assets to transfer any of its Property to the Company an Issuer or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business;. (b) Section 5.13(a) shall not restrict any instrument governing Indebtedness encumbrances or restrictions: (1) existing under, by reason of a Person acquired by or with respect to this Indenture, the Company U.S. Credit Agreement, the Australian Credit Agreement and any other agreement in effect on the Issue Date as in effect on the Issue Date, and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or any Restricted Subsidiary at the time replacements of such acquisitionagreements; provided, which encumbrance however, that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder replacements are not materially more restrictive restrictive, taken as a whole, than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as those in effect on the Issue Date; (d2) existing under, by reason of or with respect to any other Indebtedness of the Revolving Credit Agreement Issuers or their Restricted Subsidiaries permitted under this Indenture; provided, however, that the Issuers have determined in good faith that the encumbrances and restrictions contained in the agreement or agreements governing the other Indebtedness are not materially more restrictive, taken as a whole, than those contained in customary comparable financings and will not impair in any material respect the Issuers’ and the Guarantors’ ability to make payments on the Notes and Guarantees thereof when due; (3) existing with respect to any Person or the property or assets of such Person acquired by an Issuer or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements thereof; provided, however, that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are entered into in the ordinary course of business or are not materially more restrictive, taken as a whole, than those contained in the instruments or agreements with respect to such Person or its property or assets as in effect on the Issue Date date of such acquisition; (4) existing under, by reason of or with respect to provisions in joint venture, operating or similar agreements; (5) in the case of Section 5.13(a)(4): (i) 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, (ii) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of an Issuer or any Restricted Subsidiary not otherwise prohibited by this Indenture, (iii) existing under, by reason of or with respect to (1) purchase money obligations for property acquired in the ordinary course of business or (2) capital leases or operating leases that impose encumbrances or restrictions on the property so acquired or covered thereby, or (iv) 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 an Issuer or any Restricted Subsidiary in any manner material to an Issuer and its Restricted Subsidiaries taken as a whole; (6) any encumbrance or restriction with respect to a Restricted Subsidiary that is a Guarantor which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that amends, modifies, supplements, restates, extends, renews, refinances such Subsidiary is a party to or replaces entered into before the Revolving Credit Agreementdate on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the terms and conditions of Issuers or any Payment Restrictions thereunder are not materially more restrictive other Restricted Subsidiary other than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Dateassets and property of such Subsidiary; (e7) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the Senior Secured Notes Indenturesale or disposition of the Capital Stock of, or property and assets of, such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereofclosing of such sale or other disposition; or (f8) encumbrances or restrictions existing under or by reason of applicable law, regulation, order, approval, license, permit or similar restriction or agreement with governmental authorities with respect to assets located in their jurisdiction. (c) Nothing contained in this Section 5.13 shall prevent an Issuer or any Restricted Subsidiary from restricting the sale or other disposition of property or assets of an Issuer or any of its Restricted Subsidiaries that secure Indebtedness of the Issuers or any of their Restricted Subsidiaries. For purposes of determining compliance with this Section 5.13, (1) the Convertible Notes Indentures, the New Convertible Notes and priority of any subsidiary guarantees thereof, Preferred Stock in each case as in effect receiving dividends or liquidating distributions prior to distributions being paid on common stock shall not be deemed a restriction on the Issue Dateability to make distributions on Capital Stock and (2) the subordination of loans or advances made to a Restricted Subsidiary to other Indebtedness incurred by such Restricted 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. (a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary of the Company to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, Stock to the Company or any other of its Restricted Subsidiary, Subsidiaries; (b2) to make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any Restricted Subsidiary of the Company; or (3) transfer any of its property or assets to the Company or any other Restricted Subsidiary or of the Company. (cb) to transfer any of its Property to the Company or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of: (a1) applicable law, rule, regulation or order; (2) this Indenture and the Notes; (3) customary non-assignment provisions of any contract or any lease 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 Existing Facilities as each exists on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any restrictions imposed pursuant to any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary and customary with respect to facilities similar to the Existing Facilities (under the relevant circumstances) and will not materially affect the Company’s ability to make anticipated principal and interest payments on the Notes (as determined in good faith by the Board of Directors of the Company); (6) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (7) restrictions on the transfer of assets (other than cash) held in a Restricted Subsidiary of the Company imposed under any agreement governing Indebtedness incurred in accordance with this Indenture; (8) provisions in agreements evidencing Permitted Funding Indebtedness that impose restrictions on the collateral securing such Indebtedness; (9) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (10) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (11) any agreement or instrument governing Capital Stock of any Person that is acquired; (12) the requirements of any Securitization, Warehouse Facility or MSR Facility that are exclusively applicable to any Securitization Entity, Warehouse Facility Trust, MSR Facility Trust or special purpose Subsidiary of the Company formed in connection therewith; (13) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiaryin joint venture and other similar agreements relating solely to such joint venture; (14) customary provisions in leases, or customary restrictions in licenses relating to the Property covered thereby and other agreements entered into in the ordinary course of business; (b15) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (16) other Indebtedness, Disqualified Capital Stock or Preferred Stock of Foreign Subsidiaries of the Company permitted to be incurred subsequent to the Issue Date pursuant to Section 4.09 hereof that impose restrictions solely on the Foreign Subsidiaries party thereto; provided that the restrictions will not materially affect the ability of the Issuers to pay the principal, interest and premium, if any, on the Notes, as determined in good faith by the Company; and (17) any instrument governing Indebtedness of a Person acquired encumbrances or restrictions imposed by the Company any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property refinancings of the Personcontracts, so acquired, instruments or obligations referred to in clauses (2) through (4) and (6) through (14) of this Section 4.08(b); provided that such Indebtedness was not incurred amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in anticipation the good faith judgment of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock the Company’s Board of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are Directors whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions, taken as a whole, than the Payment Restrictions those contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date dividend or any agreement that amendsother payment restrictions prior to such amendment, modifiesmodification, supplementsrestatement, restatesrenewal, extendsincrease, renewssupplement, refinances refunding, replacement or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Daterefinancing.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall (i) Except as provided below, the Parent Guarantor will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect any Capital Stock of its Capital Stock, or make payments on any Indebtedness owed, to such Restricted Subsidiary owned by the Company Parent Guarantor or any other Restricted Subsidiary, ; (b2) pay any Indebtedness owed to the Parent Guarantor or any other Restricted Subsidiary; (3) make loans or advances to the Company Parent Guarantor or any other Restricted Subsidiary Subsidiary; or (4) sell, lease or (c) to transfer any of its Property property or assets to the Company Parent Guarantor or any other Restricted Subsidiary Subsidiary. (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will ii) The provisions of clause (i) of this Section 4.1(c) do not apply to any encumbrances or restrictions: (1) existing in agreements as in effect on the Issue Date, in the Notes, the Note Guarantees, or this Indenture, and any extensions, refinancings, supplements, amendments, renewals or replacements of any of the foregoing agreements; provided that the encumbrances and restrictions in any such extension, refinancing, renewal or replacement, taken as a whole, 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, supplemented, amended, renewed or replaced; (2) existing under or by reason of:of applicable law, rule, regulation, license, concession, approval, decree or order applicable to the relevant Restricted Subsidiary; (a3) resulting from restrictions on cash or other deposits or other customary provisions restricting subletting requirements imposed by customers or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and suppliers under contracts entered into in the ordinary course of business; (b4) existing with respect to any instrument governing Person or the property or assets of such Person, or relating to or existing under any Indebtedness of a Person or other obligations acquired or incurred by the Company Parent Guarantor or any Restricted Subsidiary Subsidiary, at the time of such acquisitionacquisition and not incurred in contemplation thereof, which encumbrance encumbrances or restriction is restrictions are not applicable to any other Person, Person or the property or assets of any Person other than the Person, such Person or the Property property or assets of the Person, such Person so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) and any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amendsextensions, modifiesrefinancings, supplements, restatesamendments, extends, renews, refinances renewals or replaces the Revolving Credit Agreementreplacements thereof; provided that the terms encumbrances and conditions of restrictions in any Payment Restrictions thereunder such extension, refinancing, renewal or replacement, taken as a whole, are not materially more restrictive less favorable to the Holders than the Payment Restrictions contained in the Revolving Credit Agreement as those encumbrances or restrictions that are then in effect on the Issue Dateand that are being extended, refinanced, supplemented, amended, renewed or replaced; (e5) that (x) otherwise would be prohibited by the Senior Secured Notes Indentureprovision described in clause (i)(4) of this Section 4.1(c) if they arise or are agreed to in the ordinary course of business, (y) (i) restrict in a customary manner the New Senior Secured Notessubletting, assignment or other transfer of any property or asset that is subject to a lease or license, (ii) exist by virtue of any Indebtedness, Lien, agreement to transfer, option or similar right with respect to any property or assets of the Additional New Senior Secured Notes Parent Guarantor or any Restricted Subsidiary not otherwise prohibited by this Indenture or (iii) do not relate to any Indebtedness, or (z) do not, individually or in the aggregate, detract from the value of property or assets of the Parent Guarantor or any Restricted Subsidiary in any manner material to the Parent Guarantor and its Restricted Subsidiaries taken as a whole; (6) contained in any agreement pursuant to which Indebtedness not otherwise prohibited by this Indenture was Incurred; provided that the subsidiary guarantees thereofencumbrance or restriction applies only in the event of a default with respect to a covenant contained in such Indebtedness; or (f7) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Dateimposed pursuant to an agreement that has been entered into for a sale or disposition that is permitted by Section 4.1(g).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Parent shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Parent or in respect any of its Capital Stock, or make payments on Restricted Subsidiaries; (2) pay any Indebtedness owed, owed to the Company Parent or any other Restricted Subsidiary, ; (b3) to make loans or advances to the Company Parent or any other Restricted Subsidiary Subsidiary; or (4) transfer its property or (c) to transfer any of its Property assets to the Company Parent or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business;. (b) Section 10.13(a) shall not restrict any instrument governing Indebtedness of a Person acquired by the Company encumbrances or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition;restrictions: (c1) any instrument governing Indebtedness existing under, by reason of or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) with respect to this Indenture, the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and any other agreement in effect on the Convertible Notes Indentures Closing Date as in effect on the Issue Closing Date, and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements of such agreements; provided, however, that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are not materially more restrictive, taken as a whole, than those in effect on the Closing Date; (d2) existing under, by reason of or with respect to any other Credit Facility of the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amendsIssuers permitted under this Indenture; provided, modifieshowever, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms encumbrances and conditions of any Payment Restrictions thereunder restrictions contained in the agreement or agreements governing the other Credit Facility are not materially more restrictive restrictive, taken as a whole, than the Payment Restrictions those contained in the Revolving Credit Agreement as in effect on the Issue Date; (ewith respect to other credit agreements) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or or this Indenture (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereofwith respect to other indentures), in each case as in effect on the Issue Closing Date; (3) existing under, by reason of or with respect to applicable law, rule, regulation or administrative or court order; (4) existing with respect to any Person or the property or assets of such Person acquired by the Parent or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements thereof; provided, however, that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are entered into in the ordinary course of business or not materially more restrictive, taken as a whole, than those contained in the instruments or agreements with respect to such Person or its property or assets as in effect on the date of such acquisition; (5) existing under, by reason of or with respect to provisions in joint venture, operating or similar agreements; (6) in the case of Section 10.13(a)(4): (i) 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, (ii) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Parent or any Restricted Subsidiary not otherwise prohibited by this Indenture, (iii) existing under, by reason of or with respect to (1) purchase money obligations for property acquired in the ordinary course of business or (2) capital leases or operating leases that impose encumbrances or restrictions on the property so acquired or covered thereby, or (iv) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Parent or any Restricted Subsidiary in any manner material to the Parent and its Restricted Subsidiaries taken as a whole; (7) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock of, or property and assets of, such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the closing of such sale or other disposition; (8) existing under, by reason of or with respect to Indebtedness permitted to be incurred pursuant to Section 10.8(d)(14); provided that the encumbrances and restrictions contained in the agreements governing such Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and (9) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (i) 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, (ii) 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 good faith judgment of the Parent) and (iii) the Parent, in its good faith, determines that such an encumbrance or restriction will not materially affect the Issuers’ ability to make principal or interest payments on the Notes. (c) Nothing contained in this Section 10.13 shall prevent the Parent or any Restricted Subsidiary from restricting the sale or other disposition of property or assets of the Parent or any of its Restricted Subsidiaries that secure Indebtedness of the Issuers or any of their Restricted Subsidiaries. For purposes of determining compliance with this Section 10.13, (1) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of loans or advances made to a Restricted Subsidiary to other Indebtedness incurred by such Restricted 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 shall (a) Except as provided in Section 4.12(b), the Guarantor will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Guarantor or in respect of its Capital Stock, any other Restricted Subsidiary, (ii) pay any Debt or make payments on any Indebtedness owed, other obligation owed to the Company Guarantor or any other Restricted Subsidiary, (iii) make loans or advances to the Guarantor or any other Restricted Subsidiary, or (biv) to make loans transfer any of its property or advances assets to the Company Guarantor or any other Restricted Subsidiary Subsidiary. (b) The provisions of Section 4.12(a) do not apply to any encumbrances or restrictions: (ci) to transfer any of its Property to existing on the Company Issue Date as provided for in this Indenture or any other Restricted Subsidiary (agreements in effect on the Issue Date, and any such extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions being collectively referred to herein in the extension, renewal, replacement or refinancing are, taken as a “Payment Restriction”). Howeverwhole, no less favorable in any material respect to the preceding restrictions will not apply to Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (ii) existing under or by reason of:of applicable law; (aiii) customary provisions restricting subletting existing with respect to any Person, or assignment to the Property of any lease governing a leasehold interest of such Person, at the Company time the Person or the Property is acquired by the Guarantor or any Restricted Subsidiary, which encumbrances or customary restrictions: (A) are not applicable to any other Person or the Property of any other Person; and (B) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided the encumbrances and restrictions in licenses relating the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (iv) of the type described in Section 4.12(a)(iv) arising or agreed to in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any Property covered thereby that is subject to a lease or license or (B) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property of, the Guarantor or any Restricted Subsidiary; (v) 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 of, the Restricted Subsidiary that is permitted by Section 4.14; (vi) with respect to a Restricted Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s or the Guarantor’s ability to pay interest or principal, when due, on the Notes; (vii) with respect to a Restricted Subsidiary and imposed pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business; (bviii) any instrument governing Indebtedness of a Person acquired imposed by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred standard loan documentation in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that connection with loans from (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Date.)

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, to the Company or any other Restricted Subsidiary, : (a) on its Capital Stock; or (b) with respect to make loans any other interest or advances participation in, or measured by, its profits; (2) repay any Indebtedness or any other obligation owed to the Company or any other Restricted Subsidiary Subsidiary; (3) make loans or (c) to transfer any of its Property advances or capital contributions to the Company or any other Restricted Subsidiary Subsidiary; or (4) transfer any of its properties or assets to the Company or any Restricted Subsidiary; except for such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a5) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of businessSenior Credit Facility; (b6) 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 and any amendments, restatements, renewals, replacements or refinancings thereof; provided that any amendment, restatement, renewal, replacement or refinancing is not more disadvantageous to the Holders in any material respect with respect to such encumbrances or restrictions existing on the Issue Date; (7) this Indenture, the Notes and the Guarantees; (8) applicable law; (9) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisitionAcquired Indebtedness, which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the Person, or the Property property or assets of the Person (including any Subsidiary of the Person), so acquired, ; (10) customary non-assignment provisions in leases or other agreements entered in the ordinary course of business and consistent with past practices; (11) Refinancing Indebtedness; provided that such restrictions are no more restrictive than those contained in the agreements governing the Indebtedness was not incurred in anticipation of such acquisitionbeing refunded, refinanced or extended; (c12) any instrument governing customary restrictions in security agreements or mortgages securing Indebtedness of the Company or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) to the extent such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 restrictions restrict the transfer of the property subject to such security agreements and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Datemortgages; (d13) customary restrictions with respect to a Restricted Subsidiary of the Revolving Credit Agreement as in effect on the Issue Date or any Company pursuant to an agreement that amends, modifies, supplements, restates, extends, renews, refinances has been entered into for the sale or replaces disposition of all or substantially all of the Revolving Credit Agreement; provided that the terms and conditions Capital Stock or assets of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Datesuch Restricted Subsidiary; (e14) customary restrictions imposed on the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereoftransfer of copyrighted or patented materials; or (f15) customary restrictions under Sale and Lease-Back Transactions that apply to the Convertible Notes Indentures, the New Convertible Notes assets being transferred only and any subsidiary guarantees thereof, in each case as in effect on the Issue Datethat comply with Section 4.15.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, Stock to the Company or any of its Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiary, Subsidiaries; (bii) to make loans or advances to the Company or any other of its Restricted Subsidiary or Subsidiaries; or (ciii) to transfer any of its Property properties or assets to the Company or any other of its Restricted Subsidiary Subsidiaries. (any such restrictions being collectively referred to herein as a “Payment Restriction”). Howeverb) Notwithstanding the foregoing, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (ai) customary provisions restricting subletting agreements governing Existing Indebtedness and the Credit Agreement as in effect on the date of the Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or assignment refinancings of those agreements, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive in any lease governing material respect, taken as a leasehold interest whole, with respect to such dividend and other payment restrictions than those contained in the respective agreements on the date of the Indenture, as determined by the Board of Directors of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby their reasonable and entered into in the ordinary course of businessgood faith judgment; (bii) the Indenture, the Notes and the Subsidiary Guarantees; (iii) applicable law; (iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the Person, or the Property property or assets of the Person, so acquired, provided that that, in the case of Indebtedness, such Indebtedness was not incurred in anticipation permitted by the terms of such acquisitionthe Indenture to be incurred; (cv) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; (vi) Capital Lease Obligations, mortgage financings or purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (iii) of paragraph (a); (vii) any instrument governing Indebtedness agreement for the sale or Disqualified Capital Stock other disposition of a Restricted Subsidiary that is not a restricts distributions by that Restricted Subsidiary Guarantor; pending its sale or other disposition; (viii) Permitted Refinancing Indebtedness, provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions restrictions contained in the Revolving Credit Agreement and agreements governing such Permitted Refinancing Indebtedness are no more restrictive in any material respect, taken as a whole, than those contained in the Convertible Notes Indentures as in effect on agreements governing the Issue DateIndebtedness being refinanced; (dix) Liens securing Indebtedness otherwise permitted to be incurred under the Revolving Credit Agreement as in effect on provisions of Section 3.07 that limit the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces right of the Revolving Credit Agreement; provided that debtor to dispose of the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Dateassets subject to such Liens; (ex) provisions with respect to the Senior Secured Notes Indenturedisposition or distribution of assets or property in joint venture agreements, assets sale agreements, stock sale agreements and other similar agreements, provided that such restrictions apply only to the New Senior Secured Notesassets or property subject to such joint venture or similar agreement or to the assets or property being sold, as the Additional New Senior Secured Notes and the subsidiary guarantees thereofcase may be; orand (fxi) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Dateordinary course of business.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company CNH Global shall not, and shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective effective, any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (a) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, ; (b) make loans or make payments on advances or to pay any Indebtedness owed, or other obligation owed to the Company CNH Global or any other Restricted Subsidiary; or (c) transfer any of its property or assets to CNH Global or any other Restricted Subsidiary, (b) to make loans or advances to the Company or any other Restricted Subsidiary or (c) to transfer any of its Property to the Company or any other Restricted Subsidiary (any except for such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason reasons of: (a1) any agreements (including, without limitation, any Existing Credit Facility) existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that the encumbrances and restrictions contained in any such amendments, restatements, renewals, replacements or refinancings are not, taken as a whole, materially more restrictive than the encumbrances or restrictions contained in such agreements on the Issue Date; (2) any Credit Facility or any Indebtedness incurred under clause (3) of the second paragraph of Section 4.10 if (x) either (i) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement or (ii) either senior management or the Board of Directors of CNH Global determines at the time any such Indebtedness is incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not affect the ability of Case New Holland to make principal or interest payments on the Notes as and when due and (y) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings or agreements (as determined in good faith by either senior management or the Board of Directors of CNH Global); (3) this Indenture, the Notes and the Guarantees; (4) applicable law, rule, regulation or order; (5) customary non-assignment provisions restricting subletting of any contract or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business; (b6) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisitionAcquired Indebtedness, which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the Person, Person or the Property properties or assets of the Person, Person so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (7) Purchase Money Indebtedness and Capitalized Lease Obligations permitted to be incurred pursuant to clause (11) of the second paragraph of Section 4.10 hereof that impose limitations of the nature described in clause (c) of the first paragraph of this Section 4.16; (8) customary restrictions on the transfer of any instrument property or assets arising under a security agreement governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is Lien permitted under Section 4.09 and this Indenture; (b9) any agreement governing Refinancing Indebtedness; provided, however, that the terms and conditions of encumbrances or restrictions contained in any Payment Restrictions thereunder such Refinancing Indebtedness are not not, taken as a whole, materially more restrictive than the Payment Restrictions provisions relating to such encumbrances or restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue DateIndebtedness being refinanced; (d10) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances governing the sale or replaces disposition of all or substantially all of the Revolving Credit AgreementCapital Stock or assets of any Restricted Subsidiary which restricts dividends and distributions pending such sale or disposition; and (11) Non-Recourse Accounts Receivable Subsidiary Indebtedness or other contractual requirements of an Accounts Receivable Subsidiary in connection with a Qualified Receivables Transaction; provided that the terms and conditions of any Payment Restrictions thereunder such restrictions apply only to such Accounts Receivable Subsidiary or Qualified Receivables Assets which are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Datesubject to a Qualified Receivables Transaction.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create create, cause or suffer to exist or allow to become effective or enter into any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary of the Issuer to (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital StockStock (or with respect to any other interest or participation in, or make payments on measured by, its profits) owned by the Issuer or any Restricted Subsidiary of the Issuer or pay any Indebtedness owed, or other obligation owed to the Company Issuer or any other Restricted SubsidiarySubsidiary of the Issuer, (bii) to make loans or advances to the Company Issuer or any other Restricted Subsidiary of the Issuer or (ciii) to sell, lease or transfer any of its Property property or assets to the Company Issuer or any other Restricted Subsidiary of the Issuer. (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the b) The preceding restrictions provisions of Section 3.4(a) will not apply to the following encumbrances or restrictions existing under or by reason of: (a1) any encumbrance or restriction in existence on the Issue Date, including those required by the Senior Secured Credit Facilities or by any other agreement or documents entered into in connection with the Senior Secured Credit Facilities; (2) any encumbrance or restriction pursuant to an agreement relating to an acquisition of property, so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof); (3) any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary of the Issuer or merges, consolidates or amalgamates with or into a Restricted Subsidiary of the Issuer on or after the Issue Date, which is in existence at the time such Person becomes a Restricted Subsidiary of the Issuer, but not created in connection with, or in anticipation of, such Person becoming a Restricted Subsidiary of the Issuer, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary of the Issuer; (4) other Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or its Restricted Subsidiaries permitted to be Incurred subsequent to the Issue Date pursuant Section 3.2 and either (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Issuer, taken as a whole, as determined by the Issuer or any of its direct or indirect parent companies on behalf of the Issuer in good faith and such determination conclusively evidenced by a certificate of the Issuer or any of its direct or indirect parent companies on behalf of the Issuer to that effect, than the provisions contained in the Senior Secured Credit Facilities as in effect on the Issue Date or (B) any such encumbrance or restriction contained in such Indebtedness, Disqualified Stock or Preferred Stock does not prohibit (except upon a default or an event of default thereunder) the payment of dividends in a manner that, as determined by the Issuer in good faith would result in the Issuer being unable to, to make principal and interest payments on the Notes as and when they come due; (5) customary provisions restricting subletting in any lease, sub-lease contract, license, sublicense or assignment of any lease governing a leasehold interest similar agreement of the Company Issuer or any Restricted SubsidiarySubsidiary of the Issuer or provisions in agreements that restrict the assignment of such agreement or any rights thereunder, or customary restrictions in licenses relating to the Property covered thereby and each case, entered into in the ordinary course of business; (b6) any instrument governing Indebtedness encumbrance or restriction by reason of applicable law, rule, regulation or order; (7) any encumbrance or restriction under this Indenture, the Notes and the Note Guarantees; (8) any encumbrance or restriction under an agreement relating to a Person acquired disposition of assets or Capital Stock, including, without limitation, any agreement for the sale or other disposition of or by a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition; (9) restrictions on cash, Cash Equivalents and other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; (10) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements, joint venture arrangements, limited liability company agreements, partnership agreements, shareholder agreements and other similar arrangements; provided that with respect to such agreements relating to a Restricted Subsidiary of the Issuer, such provisions will not materially affect the Issuer’s ability to make scheduled principal or interest payments on the Notes (as determined in good faith by the Company Issuer or any of its direct or indirect parent companies on behalf of the Issuer); (11) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions on that property so acquired of the nature described in clause (iii) of Section 3.4(a); (12) Liens securing Indebtedness otherwise permitted to be Incurred under this Indenture, including the provisions described in Section 3.6 that limit the right of the debtor to dispose of the assets subject to such Liens; (13) encumbrances or restrictions in connection with any receivables or factoring transaction that in the good faith judgment of the Governing Persons of such person (or any direct or indirect parent company of such person) is necessary or advisable to effectuate such transaction; and (14) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) of Section 3.4(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings of the contracts, instruments or obligations referred to in clauses (1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings are, in the good faith judgment of the Issuer (or any of its direct or indirect parent companies on behalf of the Issuer), (i) no more restrictive in any material respect with respect to such encumbrances and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or Refinancing or (ii) do not prohibit (except upon a default or an event of default thereunder) the payment of dividends in an amount sufficient, as determined by the Issuer or any of its direct or indirect parent companies in good faith, to make scheduled payments of principal and interest on the Notes when due. (c) Nothing contained in this Section 3.4 shall prevent the Issuer or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property of the PersonIssuer from (i) creating, so acquiredIncurring, provided that such Indebtedness was not incurred assuming or suffering to exist any Liens in anticipation compliance with Section 3.6 or (ii) restricting the sale or other disposition of such acquisition; (c) any instrument governing Indebtedness property or Disqualified Capital Stock assets of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date Issuer or any agreement of its Restricted Subsidiaries that amends, modifies, supplements, restates, extends, renews, refinances secure Indebtedness of the Issuer or replaces the Revolving Credit Agreement; provided that the terms any of its Restricted Subsidiaries Incurred in accordance with Section 3.2 and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue DateSection 3.6.

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 Subsidiary Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary of the Issuer to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, to the Company or any other Restricted Subsidiary, ; (b2) to make loans or advances or to pay any Indebtedness or other obligation owed to the Company Issuer or any other Restricted Subsidiary or of the Issuer; or (c3) to transfer any of its Property property or assets to the Company Issuer or any other Restricted Subsidiary (any of the Issuer, in each case except for such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) applicable law; (b) the Notes and the related Guarantees, this Indenture, the Exchange Notes and the related guarantees, and the Escrow Agreement; (c) customary non-assignment provisions restricting subletting of any contract or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to Subsidiary of the Property covered thereby and entered into in the ordinary course of businessIssuer; (bd) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisitionAcquired Indebtedness, which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the Person, Person or the Property properties or assets of the Person, Person so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (ce) any instrument governing Indebtedness contractual encumbrances or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that restrictions (ai) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or (ii) in effect on the Distribution Date on substantially the terms described in the Offering Circular, including those arising under the Credit Facilities and any related documentation; (f) the Credit Agreement or an agreement governing other Pari Passu Indebtedness permitted to be incurred under this Indenture; provided that, with respect to any agreement that amendsgoverning such other Pari Passu Indebtedness, modifies, supplements, restates, extends, renews, refinances the provisions relating to such encumbrance or replaces restriction are no less favorable to the Revolving Credit Agreement; provided that Issuer in any material respect as determined by the terms Board of Directors of the Issuer in its reasonable and conditions of any Payment Restrictions thereunder are not materially more restrictive good faith judgment than the Payment Restrictions provisions contained in the Revolving Credit Agreement as in effect on the Issue Date; (eg) restrictions on the Senior Secured Notes Indenture, transfer of assets subject to any Lien permitted under this Indenture imposed by the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; orholder of such Lien; (fh) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the Convertible Notes Indentures, closing of such sale; (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 New Convertible Notes ordinary course of business; (k) 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 any subsidiary guarantees thereof, 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 (m) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to 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 Board of Directors of the Issuer in effect on their reasonable and good faith judgment than the Issue Dateprovisions relating to such encumbrance 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. (a) The Company Issuers shall not, and shall not permit any of their Restricted Subsidiary Subsidiaries to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary: Subsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by an Issuer or in respect any of its Capital Stock, or make payments on Restricted Subsidiaries; (2) pay any Indebtedness owed, owed to the Company an Issuer or any other of its Restricted Subsidiary, Subsidiaries; (b3) to make loans or advances to an Issuer or any of its Restricted Subsidiaries; or (4) transfer its property or assets to an Issuer or any of its Restricted Subsidiaries. (b) Section 4.13(a) shall not restrict any encumbrances or restrictions: (1) existing under, by reason of or with respect to this Indenture, the Company Credit Agreement and any other agreement in effect on the Issue Date as in effect on the Issue Date, and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements of such agreements; provided, however, that in the determination of the Board of Directors of the Parent made in good faith (which determination will be conclusive and binding absent manifest error) the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are not materially more restrictive, taken as a whole, than those contained in the Credit Agreement or such other agreements as in effect on the Issue Date; (2) existing under, by reason of or with respect to any other Indebtedness of the Restricted Subsidiaries permitted under this Indenture; provided, however, that the Board of Directors of Parent have determined in good faith (which determination will be conclusive and binding absent manifest error) that the encumbrances and restrictions contained in the agreement or agreements governing the other Indebtedness are not materially more restrictive, taken as a whole, than those contained in customary comparable financings and will not impair in any material respect the Issuers’ and the Guarantors’ ability to make payments on the Notes when due; (3) existing with respect to any Person or the property or assets of such Person acquired by an Issuer or any of its Restricted Subsidiaries, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements thereof; provided, however, that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are entered into in the ordinary course of business or not materially more restrictive, taken as a whole, than those contained in the instruments or agreements with respect to such Person or its property or assets as in effect on the date of such acquisition as determined by such Person in good faith (which determination will be conclusive and binding absent manifest error); (4) existing under, by reason of or with respect to provisions in joint venture, operating or similar agreements; (5) existing under, by reason of or with respect to, this Indenture, the Notes or the Guaranties; (6) existing under, by reason of or with respect to applicable law, rule, regulation or administrative or court order; (7) Permitted Liens that limit the right of the debtor to dispose of the assets subject to such Liens; (8) in the case of Section 4.13(a)(4): (i) 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, (ii) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of an Issuer or any of its Restricted Subsidiary not otherwise prohibited by this Indenture, (iii) existing under, by reason of or with respect to (1) purchase money obligations for property acquired in the ordinary course of business or (2) capital leases or operating leases that impose encumbrances or restrictions on the property so acquired or covered thereby, or (iv) 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 Parent or any of its Restricted Subsidiaries in any manner material to Parent and its Restricted Subsidiaries taken as a whole; (9) with respect to a Restricted Subsidiary that is a Subsidiary Guarantor that was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Issuers or any other Restricted Subsidiary or other than the assets and property of such Subsidiary; (c10) with respect to transfer any of its Property to the Company or any other a Restricted Subsidiary (any and imposed pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock of, or property and assets of, such restrictions being collectively referred to herein as a “Payment Restriction”). However, Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the preceding restrictions will not apply to encumbrances closing of such sale or restrictions existing under or by reason of:other disposition; (a11) customary provisions restricting subletting contained in any license, permit or assignment of any lease governing other accreditation with a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and regulatory authority entered into in the ordinary course of business; (b12) on cash or other deposits (i) imposed by persons under contracts entered into in the ordinary course of business or for whose benefit such cash or deposit exists, (ii) or net worth imposed by customers under contracts entered into in the ordinary course of business or (iii) that arise in connection with Permitted Investments; (13) contained in any trading, netting, operating, construction, service, supple, purchase sale, or other agreement entered into in the ordinary course of business; provided such agreement restricts the encumbrance of solely the property or assets that are the subject of such agreement, the payment rights thereunder or the proceeds thereof; and (14) any instrument governing Indebtedness encumbrance or restriction of the type referred to in Section 4.13(a)(1) through (4) imposed by any extensions, refinancings, renewals or replacements of the contracts, instruments or obligations referred to in clauses (1) through (14) of this Section 4.13(b); provided, that the encumbrances and restrictions in any such extensions, refinancings renewals or replacements are no less favorable in any material respect, taken as a Person acquired by whole, to the Company holders than those encumbrances or restrictions that are being extended, refinanced, renewed or replaced. (c) Nothing contained in this Section 4.13 shall prevent Parent or any Restricted Subsidiary at from restricting the time sale or other disposition of such acquisition, which encumbrance property or restriction is not applicable to assets of Parent or any other Person, other than the Person, or the Property of its Restricted Subsidiaries that secure Indebtedness of the PersonIssuers or any of their Restricted Subsidiaries. For purposes of determining compliance with this Section 4.13, so acquired, provided that such Indebtedness was (1) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to distributions being paid on common stock shall not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of loans or advances made to a Restricted Subsidiary that is to other Indebtedness Incurred by such Restricted Subsidiary shall not be deemed a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect restriction on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date ability to make loans or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Dateadvances.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or suffer to exist or allow otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (ai) to pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital StockStock or any other interest or participation in, or make payments on measured by, its profits; (ii) pay any Indebtedness owed, owed to the Company Issuer or any other Restricted Subsidiary, ; (biii) to make loans or advances to the Company Issuer or any other Restricted Subsidiary or Subsidiary; or (civ) to transfer any of its Property properties or assets to the Company Issuer or any other Restricted Subsidiary; provided that (A) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (B) the subordination of (including the application of any standstill period to) loans or advances made to the Issuer or any Restricted Subsidiary to other Indebtedness incurred by the Issuer or any Restricted Subsidiary, shall not be deemed to constitute such an encumbrance or restriction. (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions b) Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of: (ai) customary provisions restricting subletting the Notes (including Additional Notes), this Indenture, the Senior Credit Facilities and the security documents related thereto or assignment of by other indentures or agreements governing other Indebtedness incurred by the Issuer ranking equally with the Notes; provided that the encumbrances or restrictions imposed by such other indentures or agreements are not materially more restrictive, taken as a whole, than the encumbrances or restrictions imposed by this Indenture; (ii) any lease governing a leasehold interest agreements with respect to Indebtedness of the Company Issuer or any Restricted Subsidiary, or customary restrictions in licenses relating Subsidiary permitted to be incurred subsequent to the Property covered thereby Issue Date pursuant to Section 4.09 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such encumbrances or restrictions are not materially less favorable, taken as a whole, to the Holders of the Notes than is customary in comparable financings (as determined in good faith by the Board of Directors or a member of senior management of the Issuer); (iii) any agreement in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date (as determined in good faith by the Board of Directors or a member of senior management of the Issuer); (iv) customary non-assignment and similar provisions in contracts, leases and licenses entered into in the ordinary course of business; (bv) any agreement or other instrument governing Indebtedness of a Person (including its Subsidiaries), acquired by the Company Issuer or any Restricted Subsidiary in effect at the time of such acquisitionacquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the Person, or the Property property or assets of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisitionacquired (including its Subsidiaries); (cvi) any instrument governing Indebtedness agreement for the sale or Disqualified other disposition of the Capital Stock or all or substantially all of the property and assets of a Restricted Subsidiary that is not a restricts distributions by that Restricted Subsidiary Guarantor; provided that (a) such Indebtedness pending its sale or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Dateother disposition; (dvii) Liens permitted to be incurred under Section 4.12 that limit the Revolving Credit Agreement as right of the debtor to dispose of the assets subject to such Liens; (viii) applicable law, rule, regulation or order or the terms of any governmental licenses, authorizations, concessions, franchises or permits; (ix) encumbrances or restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in effect each case, under contracts entered into in the ordinary course of business; (x) customary limitations on the Issue Date distribution or disposition of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitations are applicable only to the assets that are the subject of such agreements; (xi) purchase money obligations and mortgage financings for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(iv); and (xii) any agreement that extends, renews, amends, modifies, restates, supplements, restates, extends, renewsrefunds, refinances or replaces the Revolving Credit Agreementagreements containing the encumbrances or restrictions in the foregoing clauses (i) through (xi), or in this clause (xii); provided that the terms and conditions of any Payment Restrictions thereunder such encumbrances or restrictions are not materially more restrictive less favorable, taken as a whole, to the Holders of the Notes than those under or pursuant to the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indentureagreement so extended, the New Senior Secured Notesrenewed, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indenturesamended, the New Convertible Notes and any subsidiary guarantees thereofmodified, in each case as in effect on the Issue Daterestated, supplemented, refunded, refinanced or replaced.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create cause or suffer to exist or allow to become effective or enter into any consensual encumbrance or restriction of (other than pursuant to this Indenture or any kind law, rule, regulation or order) on the ability of any Restricted Subsidiary: Subsidiary to (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, Interests to the Company or any other Restricted Subsidiary or pay any Debt owed to the Company or any Restricted Subsidiary, (bii) to make loans or advances to the Company or any other Restricted Subsidiary or (ciii) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”)Subsidiary. However, the preceding restrictions will not apply to the following encumbrances or restrictions existing under or by reason of: (a) any encumbrance or restriction in existence on the Issue Date, including those under the Credit Agreement, the Existing Receivables Facility or the Leasing Facility and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, in the good faith judgment of the Company, are no more restrictive in any material respect, taken as a whole, with respect to such dividend or other payment restrictions, than those contained in these agreements on the Issue Date or refinancings thereof; (b) any encumbrance or restriction which exists with respect to an acquired property in existence at the time of such acquisition pursuant to an agreement, so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof); (c) 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, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary; (d) any encumbrance or restriction pursuant to an agreement effecting a permitted renewal, refunding, replacement, refinancing or extension of Debt Incurred pursuant to an agreement containing any encumbrance or restriction referred to in the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such refinancing agreement are no less favorable in any material respect to the Holders than the encumbrances and restrictions contained in the agreements governing the Debt being renewed, refunded, replaced, refinanced or extended in the good faith judgment of the Company; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest lease, 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; (f) any encumbrance or restriction by reason of applicable law, rule, regulation or order; (g) any encumbrance or restriction under this Indenture, the Notes and the Note Guarantees; (h) any encumbrance or restriction under a contract for the sale or other disposition of assets or Capital Interests, including, without limitation, any agreement for the sale or other disposition of a Subsidiary, that restricts distributions of the applicable assets or customary Capital Interests to be sold, or of any assets of a Subsidiary to be sold, pending such sale or other disposition; (i) restrictions in licenses relating to the Property covered thereby on cash and other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (bj) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale leaseback agreements and other similar agreements; (k) any instrument governing restriction with respect to the Company or a Restricted Subsidiary (or any of its property or assets) imposed by customary provisions in Hedging Obligations or Swap Contracts, in each case, not entered into for speculative purposes; (l) Purchase Money Debt and Capital Lease Obligations permitted under this Indenture for property acquired in the ordinary course of business that impose restrictions on that property so acquired of the nature described in clause (iii) of the first paragraph of this Section 4.8; (m) Liens securing Debt otherwise permitted to be incurred under this Indenture, including pursuant to Section 4.12, that limit the right of the debtor to dispose of the assets subject to such Liens; (n) any Non-Recourse Receivable Subsidiary Indebtedness or other contractual requirements of a Person acquired by Receivable Subsidiary that is a Restricted Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivable Subsidiary or the receivables and related assets described in the definition of Qualified Receivables Transaction which are subject to such Qualified Receivables Transaction; and (o) any other agreement governing Debt entered into after the Issue Date that contains encumbrances and restrictions that are not materially more restrictive 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. Nothing contained in this Section 4.8 shall prevent the Company or any Restricted Subsidiary at the time of such acquisitionfrom (i) creating, which encumbrance incurring, assuming or restriction is not applicable suffering to exist any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is Liens otherwise permitted under Section 4.09 and 4.12 or (bii) restricting the terms and conditions sale or other disposition of any Payment Restrictions thereunder are not materially more restrictive than property or assets of the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date Company or any agreement of its Restricted Subsidiaries that amends, modifies, supplements, restates, extends, renews, refinances secure Debt of the Company or replaces the Revolving Credit Agreement; provided that the terms any of its Restricted Subsidiaries Incurred in accordance with Section 4.9 and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue DateSection 4.12.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall Parent will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create cause or suffer to exist or allow to become effective or enter into any consensual encumbrance or restriction of (other than pursuant to this Indenture or any kind law, rule, regulation or order) on the ability of any Restricted Subsidiary: Subsidiary to (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, Interests owned by the Parent or make payments on any Indebtedness owed, Restricted Subsidiary or pay any Debt or other obligation owed to the Company Parent or any other Restricted Subsidiary, (bii) to make loans or advances to the Company Parent or any other Restricted Subsidiary thereof or (ciii) to transfer any of its Property property or assets to the Company Parent or any other Restricted Subsidiary Subsidiary. (any such restrictions being collectively referred to herein as a “Payment Restriction”). b) However, the preceding restrictions will not apply to the following encumbrances or restrictions existing under or by reason of: (ai) any encumbrance or restriction in existence on the Issue Date, including those required by the ABL Credit Agreement and the Term Loan Credit Agreement and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, in the good faith judgment of the Parent, are no more restrictive, taken as a whole, with respect to such dividend or other payment restrictions than those contained in these agreements on the Issue Date or refinancings thereof; (ii) any encumbrance or restriction pursuant to an agreement relating to an acquisition of property, so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof); (iii) 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 Parent on or after the Issue Date, which is in existence at the time such Person becomes a Restricted Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary; (iv) any 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 (i) through (iii), so long as the encumbrances and restrictions contained in any such refinancing agreement are not materially less favorable, taken as a whole, to the Holders than the encumbrances and restrictions contained in the agreements governing the Debt being renewed, refunded, replaced, refinanced or extended in the good faith judgment of the Parent; (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest lease, contract, or license of the Company Parent or any Restricted SubsidiarySubsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder; (vi) any encumbrance or restriction by reason of applicable law, rule, regulation or customary order; (vii) any encumbrance or restriction under this Indenture, the Notes, the Note Guarantees and the Security Documents; (viii) any encumbrance or restriction upon 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; (ix) restrictions in licenses relating to the Property covered thereby on cash and other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (bx) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale leaseback agreements and other similar agreements; (xi) any instrument governing Indebtedness Debt or Capital Interests of a Person acquired by the Company Parent or any of the Restricted Subsidiary Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Capital Interests was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the Person, or the Property property or assets of the Person, so acquired; provided that, provided that in the case of Debt, such Indebtedness Debt was not incurred in anticipation permitted by the terms of such acquisitionthis Indenture to be incurred; (cxii) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions on that property so acquired of the nature described in clause (a)(iii) of this Section 4.8; (xiii) Liens securing Debt otherwise permitted to be incurred under this Indenture, including pursuant to Section 4.12, that limit the right of the debtor to dispose of the assets subject to such Liens; (xiv) any instrument encumbrance or restriction existing under or by reason of contractual requirements in connection with a Qualified Receivables Transaction; and (xv) any other agreement governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary Debt entered into after the Issue Date that is not a Subsidiary Guarantor; provided contains encumbrances and restrictions that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date; (d) . Nothing contained in this Section 4.8 shall prevent the Revolving Credit Agreement as in effect on the Issue Date Parent or any agreement Restricted Subsidiary from (i) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 or (ii) restricting the sale or other disposition of property or assets of the Parent or any of its Restricted Subsidiaries that amends, modifies, supplements, restates, extends, renews, refinances secure Debt of the Parent or replaces the Revolving Credit Agreement; provided that the terms any of its Restricted Subsidiaries Incurred in accordance with Section 4.9 and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue DateSection 4.12 hereof.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (a) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiary, Subsidiaries; (b) to make loans or advances to the Company or any other of its Restricted Subsidiary or Subsidiaries; or (c) to transfer any of its Property properties or assets to the Company or any other of its Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”). HoweverSubsidiaries; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (1) agreements governing Indebtedness outstanding on the Issue Date, the Credit Agreement and Credit Facilities 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 not, in the good faith judgment of the Board of Directors of the Company, materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date; (2) this Indenture, the Notes, the Note Guarantees and the Collateral Documents; (3) applicable law, rule, regulation, order, approval, license, permit or similar restriction; (4) (a) customary provisions restricting subletting any instrument governing Indebtedness or assignment Capital Stock of any lease governing a leasehold interest of Person acquired by the Company or any of its Restricted SubsidiarySubsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; and (b) any amendment, modification, replacement or refinancing thereof; provided, however, that such encumbrances or restrictions are not, in the good faith judgment of the Board of Directors of the Company, materially more restrictive, taken as a whole, with respect to consensual encumbrances or restrictions set forth in clauses (a), (b) or (c) of the preceding paragraph than on such encumbrance or restriction prior to such amendment, modification, replacement or refinancing; (5) customary restrictions non-assignment provisions in contracts and licenses relating to the Property covered thereby and entered into in the ordinary course of business; (6) any agreement for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions, loans or transfers by that Restricted Subsidiary pending the sale or other disposition; (7) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are, in the good faith judgment of the Company’s Board of Directors, not materially more restrictive, taken as a whole, with respect such consensual encumbrance or restriction set forth in clauses (a), (b) any instrument or (c) of the preceding paragraph than those contained in the agreements governing the Indebtedness being refinanced, extended, renewed, refunded, refinanced, replaced, defeased or discharged; (8) Liens permitted to be incurred under the provisions of Section 4.18 that limit the right of the debtor to dispose of the assets subject to such Liens; (9) provisions in joint venture agreements, asset sale agreements, limited liability company organizational documents, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (10) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (11) other Indebtedness or Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.12; provided that such restrictions, taken as a Person whole, are, in the good faith judgment of the Company’s Board of Directors, no more materially restrictive, taken as a whole, with respect to consensual encumbrances or restrictions set forth in clauses (a), (b) or (c) of the preceding paragraph, than those customary in comparable financings (as reasonably determined by the Company’s Board of Directors); (12) encumbrances on property that exist at the time the property was acquired by the Company or any a Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition;Subsidiary; and (c13) any instrument governing Indebtedness contractual encumbrances or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as restrictions in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or , and any agreement that amendsamendments, modifiesrestatements, modifications, supplements, restatesrenewals, extendsextensions, renewsrefundings, refinances replacements or replaces the Revolving Credit Agreementrefinancings of those agreements; provided that the terms and conditions amendments, restatements, modifications, supplements, renewals, extensions, refundings, replacements or refinancings are not, in the good faith judgment of any Payment Restrictions thereunder are not the Company’s Board of Directors, materially more restrictive restrictive, taken as a whole, with respect to consensual encumbrances or restrictions set forth in clauses (a), (b) or (c) of the preceding paragraph than the Payment Restrictions those contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect those agreements on the Issue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiary, Subsidiaries; (b2) to make loans or advances to the Company or any other of its Restricted Subsidiary or Subsidiaries; or (c3) to transfer any of its Property properties or assets to the Company or any other of its Restricted Subsidiary Subsidiaries. (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will b) The provisions of paragraph (a) do not apply to encumbrances or restrictions existing under or by reason of: (a1) customary provisions restricting subletting Existing Indebtedness as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or assignment refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, than those contained in such Existing Indebtedness, as in effect on the date of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of businessthis Indenture; (b2) this Indenture, the Notes and the Note Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiary 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 other Person, or the properties or assets of any Person, other than the Person, or the Property property or assets of the Person, so acquired, provided that that, in the case of Indebtedness, such Indebtedness was not incurred in anticipation permitted by the terms of such acquisitionthis Indenture to be incurred; (c5) customary non-assignment provisions in contracts or licenses entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of Section 4.09(a); (7) any instrument governing Indebtedness agreement for the sale or Disqualified Capital Stock other disposition of a Restricted Subsidiary that is not restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (8) customary restrictions imposed by a Subsidiary Guarantor; Permitted Receivables Financing; (9) Permitted Refinancing Indebtedness, provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions restrictions contained in the Revolving Credit Agreement and agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the Convertible Notes Indentures as in effect on agreements governing the Issue DateIndebtedness being refinanced; (d10) Permitted Liens (or Indebtedness secured thereby) that limit the Revolving Credit Agreement as in effect on right of the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces debtor to dispose of the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Dateassets subject to such Lien; (e11) customary provisions limiting the Senior Secured Notes Indenturedisposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements otherwise permitted by this Indenture entered into with the New Senior Secured Notesapproval of the Company's Board of Directors, which limitation is applicable only to the Additional New Senior Secured assets that are the subject of such agreements; (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (13) Indebtedness of any Restricted Subsidiary other than a Domestic Restricted Subsidiary incurred pursuant to Section 4.06(b)(14); provided, however, that the Board of Directors of the Company determines in good faith at the time such dividend or other payment restrictions are created that they do not materially adversely affect the Company's ability to fulfill its obligations under the Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Datethis Indenture.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create cause or suffer to exist or allow to become effective or enter into any consensual encumbrance or restriction of (other than pursuant to this Indenture or any kind law, rule, regulation or order) on the ability of any Restricted Subsidiary: Subsidiary to (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, Interests to the Company or any other Restricted Subsidiary or pay any Debt owed to the Company or any Restricted Subsidiary, (bii) to make loans or advances to the Company or any other Restricted Subsidiary or (ciii) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”)Subsidiary. However, the preceding restrictions will not apply to the following encumbrances or restrictions existing under or by reason of: (a) any encumbrance or restriction in existence on the Issue Date, including those under the Security Documents, the Existing Receivables Facility or the Receivables Purchase Agreement and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, in the good faith judgment of the Company, are no more restrictive in any material respect, taken as a whole, with respect to such dividend or other payment restrictions, than those contained in these agreements on the Issue Date or refinancings thereof; (b) any encumbrance or restriction which exists with respect to an acquired property in existence at the time of such acquisition pursuant to an agreement, so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired and improvements thereon (and are not or were not created in anticipation of or in connection with the acquisition thereof); (c) 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, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary; (d) any encumbrance or restriction pursuant to an agreement effecting a permitted renewal, refunding, replacement, refinancing or extension of Debt Incurred pursuant to an agreement containing any encumbrance or restriction referred to in the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such refinancing agreement are not materially more restrictive, taken as a whole and as reasonably determined by the Company, with respect to any Restricted Subsidiary than the encumbrances and restrictions contained in the agreements governing the Debt being renewed, refunded, replaced, refinanced or extended; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest lease, 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; (f) any encumbrance or restriction by reason of applicable law, rule, regulation or order; (g) any encumbrance or restriction under this Indenture, the Notes and the Note Guarantees; (h) any encumbrance or restriction under a contract for the sale or other disposition of assets or Capital Interests, including, without limitation, any agreement for the sale or other disposition of a Subsidiary, that restricts distributions of the applicable assets or customary Capital Interests to be sold, or of any assets of a Subsidiary to be sold, pending such sale or other disposition; (i) restrictions in licenses relating to the Property covered thereby on cash and other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (bj) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale leaseback agreements and other similar agreements; (k) any instrument governing restriction with respect to the Company or a Restricted Subsidiary (or any of its property or assets) imposed by customary provisions in Hedging Obligations or Swap Contracts, in each case, not entered into for speculative purposes; (l) Purchase Money Debt and Capital Lease Obligations permitted under this Indenture for property acquired in the ordinary course of business that impose restrictions on that property so acquired of the nature described in clause (iii) of the first paragraph of this SECTION 4.8; (m) Liens securing Debt otherwise permitted to be incurred under this Indenture, including pursuant to SECTION 4.12, that limit the right of the debtor to dispose of the assets subject to such Liens; (n) any Non-Recourse Receivable Subsidiary Indebtedness or other contractual requirements of a Person acquired Receivable Subsidiary that is a Restricted Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivable Subsidiary or the receivables and related assets described in the definition of “Qualified Receivables Transaction” which are subject to such Qualified Receivables Transaction; and (o) any other agreement governing Debt entered into after the Issue Date that contains encumbrances and restrictions that (i) are not materially more restrictive, taken as a whole and as reasonably determined by the Company, 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 (ii) the Company determines, at the time of such financing, will not impair the Company’s ability to make payments as required under the Notes when due. Nothing contained in this SECTION 4.8 shall prevent the Company or any Restricted Subsidiary at from (i) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under SECTION 4.12 or (ii) restricting the time sale or other disposition of such acquisition, which encumbrance property or restriction is not applicable to any other Person, other than the Person, or the Property assets of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date Company or any agreement of its Restricted Subsidiaries that amends, modifies, supplements, restates, extends, renews, refinances secure Debt of the Company or replaces the Revolving Credit Agreement; provided that the terms any of its Restricted Subsidiaries Incurred in accordance with SECTION 4.9 and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue DateSECTION 4.12.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall (a) Except as provided in Section 4.12(b), the Guarantor will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Guarantor or in respect of its Capital Stock, any other Restricted Subsidiary, (ii) pay any Debt or make payments on any Indebtedness owed, other obligation owed to the Company Guarantor or any other Restricted Subsidiary, (iii) make loans or advances to the Guarantor or any other Restricted Subsidiary, or (biv) to make loans transfer any of its property or advances assets to the Company Guarantor or any other Restricted Subsidiary Subsidiary. (b) The provisions of Section 4.12(a) do not apply to any encumbrances or restrictions: (ci) to transfer any of its Property to existing on the Company Issue Date as provided for in this Indenture or any other Restricted Subsidiary (agreements in effect on the Issue Date, and any such extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions being collectively referred to herein in the extension, renewal, replacement or refinancing are, taken as a “Payment Restriction”). Howeverwhole, no less favorable in any material respect to the preceding restrictions will not apply to Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (ii) existing under or by reason of:of applicable law; (aiii) customary provisions restricting subletting existing with respect to any Person, or assignment to the Property of any lease governing a leasehold interest of Person, at the Company time such Person or the Property is acquired by the Guarantor or any Restricted Subsidiary,which encumbrances or restrictions: (A) are not applicable to any other Person or the Property of any other Person; and (B) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided 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 Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (iv) of the type described in Section 4.12(a)(iv) arising or agreed to in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any Property that is subject to a lease or license or (B) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property of, the Guarantor or any Restricted Subsidiary; (v) 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 of, the Restricted Subsidiary that is permitted by Section 4.14; (vi) with respect to a Restricted Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07; provided that the encumbrance or restriction is customary restrictions in licenses relating comparable transactions and will not materially affect the Company’s or the Guarantor’s ability to pay interest or principal, when due, on the Property covered thereby Notes; (vii) with respect to a Restricted Subsidiary and imposed pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business; (bviii) any instrument governing Indebtedness of a Person acquired imposed by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred standard loan documentation in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that connection with loans from (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Date.)

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall (a) Wise Intermediate Holdings will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer agree to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on its Equity Interests to Wise Intermediate Holdings or in respect any of its Capital StockRestricted Subsidiaries, or make payments on with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed, owed to the Company Wise Intermediate Holdings or any other of its Restricted Subsidiary, Subsidiaries; (b2) to make loans or advances to the Company Wise Intermediate Holdings or any other of its Restricted Subsidiary Subsidiaries; (3) pay any liabilities owed to Wise Intermediate Holdings or any of its Restricted Subsidiaries; or (c4) to transfer any of its Property properties or assets to the Company Wise Intermediate Holdings or any other of its Restricted Subsidiary Subsidiaries. (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions b) Section 4.11(a) will not apply to encumbrances or restrictions existing under or by reason of: (a1) those in existence on the Closing Date in the Indenture, the Existing Opco Indenture (and related security documents), the Credit Agreement (and related security documents) or any other agreements in effect on the Closing Date and any extensions, refinancings, renewals, replacements, amendments, supplements or restatements of such agreements; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals, replacements, amendments, supplements or restatements are not materially less favorable, taken as a whole (as determined by Wise Intermediate Holdings in good faith), to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed, replaced, amended, supplemented or restated; (2) applicable law, rules, regulations or orders; (3) any agreement or instrument (including Acquired Indebtedness) applicable to or binding on a Person, or any property or assets, acquired by Wise Intermediate Holdings or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such agreement or instrument was entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, or the property or assets, so acquired; provided that, in the case of such acquired Person’s Indebtedness, such Indebtedness was permitted to be incurred by the terms of the Notes and this Indenture, and any extensions, refinancings, renewals, amendments or replacements of such agreements; provided further that the encumbrances and restrictions in any such extensions, refinancings, renewals, amendments or replacements are not materially less favorable, taken as a whole (as determined by Wise Intermediate Holdings in good faith), to the Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed, amended or replaced; (4) customary provisions restricting subletting contained in any agreement for the sale or assignment other disposition of a Restricted Subsidiary or assets thereof that restricts distributions by such Restricted Subsidiary or the transfer of such assets pending such sale or other disposition; (5) those contained in the terms of any lease governing Indebtedness permitted to be incurred under this Indenture if either: (A) Wise Intermediate Holdings determines in good faith that the encumbrances and restrictions, taken as a leasehold interest whole, are not materially less favorable to the Holders than those encumbrances and restrictions contained in the Credit Agreement; or (B) (x) Wise Intermediate Holdings determines in good faith that the encumbrances and restrictions, taken as a whole, are not materially more disadvantageous to the Holders of the Company or any Restricted Subsidiary, or Notes than is customary restrictions in licenses relating comparable financings available to the Property covered thereby Issuers at such time; and (y) Wise Intermediate Holdings determines in good faith that, based on its assessment of the obligor’s ability to meet the financial and other covenants contained in the terms of such Indebtedness and other factors deemed relevant by Wise Intermediate Holdings, such encumbrances and restrictions will not cause the Issuers not to have the funds necessary to pay the principal (at maturity) of or interest on the Notes; provided, in each case, that such Indebtedness was permitted to be incurred by the terms of this Indenture; (6) customary provisions with respect to the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance, contract or similar property or asset; (7) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business and which the Board of Directors of Wise Intermediate Holdings determines in good faith will not adversely affect the Issuers’ ability to make payments of principal or interest on the Notes in any material respect; (8) restrictions on cash or other deposits or net worth under contracts entered into in the ordinary course of business; (b9) any instrument governing encumbrances and restrictions in Indebtedness of refinancing other Indebtedness; provided that the encumbrances and restrictions contained in the new Indebtedness are not materially less favorable, taken as a Person acquired whole (as determined by Wise Intermediate Holdings in good faith), to the Company or any Restricted Subsidiary Holders, than those contained in the Indebtedness being refinanced; (10) encumbrances on property at the time of such acquisitionthe property was acquired by Wise Intermediate Holdings or a Restricted Subsidiary, which encumbrance or restriction is encumbrances are not applicable to any other Person, other than the Person, properties or the Property assets of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisitionWise Intermediate Holdings or its Restricted Subsidiaries; (c11) customary restrictions imposed by an agreement to sell, transfer or otherwise dispose of assets or Equity Interests to any person pending the closing of such sale, transfer or other disposition; (12) encumbrances or restrictions with respect to a Securitization Entity in connection with a Qualified Securitization Transaction; provided, however, that such encumbrances and restrictions are necessary or advisable to effect the transactions contemplated under such Qualified Securitization Transaction in the good faith determination of Wise Intermediate Holdings; and (13) any instrument governing encumbrances or restrictions arising or agreed to in the ordinary course of business, and not relating to any Indebtedness, that Wise Intermediate Holdings determines in good faith do not, individually or in the aggregate, materially affect the Issuers’ ability to make future principal or interest payments on the Notes. Nothing contained in this Section 4.11 shall prevent Wise Intermediate Holdings or any Restricted Subsidiary from (x) creating, incurring, assuming or suffering to exist any Liens otherwise permitted pursuant to Section 4.06 or (y) restricting the sale or other disposition of property or assets of Wise Intermediate Holdings or any of its Restricted Subsidiaries that secure Indebtedness of Wise Intermediate Holdings or Disqualified Capital Stock any of its Restricted Subsidiaries. For purposes of determining compliance with this Section 4.11, the subordination of loans or advances made to Wise Intermediate Holdings or a Restricted Subsidiary that is to other Indebtedness incurred by Wise Intermediate Holdings or any such Restricted Subsidiary shall not be deemed a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect restriction on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date ability to make loans or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Dateadvances.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or suffer permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital StockStock (or with respect to any other interest or participation in, or make payments on any Indebtedness owedmeasured by, its profits) to the Company or any other Restricted Subsidiary (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); (2) pay any liabilities owed to the Company or any of Restricted Subsidiary, ; (b3) to make loans or advances to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or (c) to transfer any of its Property advances made to the Company or any other 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 (4) sell, lease or transfer any such restrictions being collectively referred of its properties or assets to herein as a “Payment Restriction”). However, the preceding restrictions Company or any Restricted Subsidiary. (b) Section 4.11(a) will not apply to encumbrances or restrictions: (1) existing under, by reason of or with respect to the Existing Indebtedness, the Security Documents 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 in good faith, materially more restrictive than those contained in the Security Documents, Existing Indebtedness or such other agreements, as the case may be, as in effect on the Issue Date; (2) set forth in this Indenture, the Notes and the Note Guarantees; (3) existing under or by reason of:of applicable law, rule, regulation or order; (a4) customary provisions restricting subletting any agreement or assignment other instrument of any lease governing a leasehold interest of Person acquired by the Company or any Restricted SubsidiarySubsidiary which 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, or the property or assets of the Person, so acquired; (5) customary encumbrances or restrictions contained in contracts or agreements for the sale of assets applicable to such assets pending consummation of such sale, including customary restrictions in licenses relating with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the Property covered thereby and sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary; (6) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (b7) arising or agreed to in the ordinary course of business, not relating to any instrument governing Indebtedness Indebtedness, and that do not, individually or in the aggregate, (x) detract from the value of a Person acquired by the property or assets of the Company or any Restricted Subsidiary at in any manner material to the time 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 in good faith); (8) that restrict distributions or transfer 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 acquisitionsale 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 4.11(a) on the property subject to such lease; (10) arising from customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business and which the Board of Directors 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; (11) any encumbrance or restriction is not applicable contained in Secured Indebtedness otherwise permitted to any other Person, other than be Incurred pursuant to Section 4.03 and Section 4.06 to the Person, or extent limiting the Property right of the Person, so acquired, provided that debtor to dispose of the assets securing such Indebtedness was not incurred and, in anticipation case of such acquisitionCollateral, is pursuant to the Security Documents and the Intercreditor Agreement; (c12) existing pursuant to any agreement or instrument governing relating to Indebtedness or Disqualified Capital Preferred Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that permitted to be Incurred under this Indenture following the Issue Date if (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (bA) the terms and conditions of any Payment Restrictions thereunder encumbrances or restrictions are not materially more restrictive disadvantageous to the Holders than is customary in comparable financings (as determined in good faith by the Payment Restrictions contained in Company) and (B) either (x) the Revolving Credit Agreement Company determines that such encumbrance or restriction will not adversely affect the Company’s ability to make principal and the Convertible Notes Indentures as in effect interest payments on the Issue DateNotes 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; (d13) customary provisions in (x) joint venture agreements entered into in the Revolving Credit Agreement as 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, stock sale agreements entered into in effect connection with the entering into of such transaction, which limitation is applicable only to the assets that are the subject of those agreements; (14) encumbrance or restriction under purchase money obligations for property acquired, IRUs and Capital Lease Obligations in the ordinary course of business to the extent imposing restrictions on the property so acquired; (15) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary and its assets; (16) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of the Company that is Incurred subsequent to the Issue Date or pursuant Section 4.03, provided that such encumbrances and restrictions contained in any agreement that amendsor instrument will not materially affect the Company’s ability to make anticipated principal or interest payment on the Notes (as determined by the Company in good faith); (17) existing under, modifies, supplements, restates, extends, renews, refinances by reason of or replaces the Revolving Credit Agreementwith respect to Permitted Refinancing Indebtedness; provided that the terms encumbrances and conditions of any Payment Restrictions thereunder restrictions contained in the agreements governing that Permitted Refinancing Indebtedness are not materially more restrictive restrictive, taken as a whole, than the Payment Restrictions those contained in the Revolving Credit Agreement as in effect on agreements governing the Issue DateIndebtedness being refinanced; (e18) Indebtedness of Foreign Subsidiaries permitted to be Incurred pursuant to the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereofprovisions of Section 4.03; orand (f19) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the Convertible Notes Indenturescontracts, the New Convertible Notes and any subsidiary guarantees thereofinstruments 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 each case the good faith judgment of the Company, no more restrictive as in effect on the Issue Datea 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 permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create cause or suffer to exist or allow to become effective or enter into any consensual encumbrance or restriction of (other than pursuant to this Indenture or any kind law, rule, regulation or order) on the ability of any Restricted Subsidiary: Subsidiary to (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, Interests owned by the Company or make payments on any Indebtedness owed, Restricted Subsidiary or pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary, (bii) to make loans or advances to the Company or any other Restricted Subsidiary thereof or (ciii) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”)Subsidiary. However, the preceding restrictions will not apply to the following encumbrances or restrictions (including those existing under or by reason of:): (a) any encumbrance or restriction in existence on the Issue Date, including those required by the Credit Agreement or by any other agreements or documents entered into in connection with the Credit Agreement and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings, of any of the agreements or documents providing for such existing encumbrances and restrictions, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, in the good faith judgment of the Company, are no more restrictive in any material respect, taken as a whole, with respect to such encumbrances and restrictions than those contained in these agreements and documents on the Issue Date. (b) 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); (c) 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 Person other than such Person or the property or assets of such Person; (d) any 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 (a) through (c), 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 the Debt being renewed, refunded, replaced, refinanced or extended in the good faith judgment of the Company; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest lease, sublease, contract, or license of the Company or any Restricted Subsidiary, Subsidiary or customary restrictions provisions in licenses relating to agreements that restrict the Property covered thereby and entered into in the ordinary course assignment of business; (b) any instrument governing Indebtedness of a Person acquired by the Company such agreement or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisitionrights thereunder; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indenturesany encumbrance or restriction by reason of applicable law, the New Convertible Notes and any subsidiary guarantees thereofrule, in each case as in effect on the Issue Date.regulation, order, approval, license, permit or similar restriction;

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall Issuers will not, and shall will not permit any of their Restricted Subsidiary Subsidiaries to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary of the Issuers to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments permitted by applicable law on any Indebtedness owed, to Capital Stock of such Restricted Subsidiary owned by the Company Issuers or any other Restricted Subsidiary, Subsidiary of the Issuers; (b2) pay any Indebtedness owed to the Issuers or any other Restricted Subsidiary of the Issuers; (3) make loans or advances to the Company Issuers or any other Restricted Subsidiary of the Issuers; or (4) transfer its property or (c) to transfer any of its Property assets to the Company Issuers or any other Restricted Subsidiary of the Issuers. (b) Section 10.13(a) shall not restrict any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason ofrestrictions: (a1) existing under, by reason of or with respect to, this Indenture, the Notes, the Note Guarantees, the Credit Agreement, any Existing Indebtedness, any other agreement in effect on the Closing Date as in effect on the Closing Date, and any Spin-Off Agreement as in effect on the Closing Date, and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements of such agreements; provided, however, that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are not materially more restrictive, taken as a whole, with respect to such dividend or other payment restrictions than those contained in those agreements on the Closing Date or such other date, as applicable; (2) existing under, by reason of or with respect to any Credit Facility or other Indebtedness permitted under this Indenture (and not included in clause (1) above); provided, however, that the encumbrances and restrictions contained in the agreement or agreements governing such Credit Facility or other Indebtedness (x) (A) are not materially more restrictive, taken as a whole, than those contained in the Credit Agreement (with respect to other credit agreements or Indebtedness other than under an indenture and other than Permitted Mortgage Indebtedness or other mortgage Indebtedness) or this Indenture (with respect to other indentures), in each case, as in effect on the Closing Date, or (B) with respect to Permitted Mortgage Indebtedness or other mortgage Indebtedness, (i) are not materially more disadvantageous to the Holders than is customary provisions restricting subletting in comparable financings and (ii) will not materially affect the Issuers’ ability to make principal or assignment interest payments on the Notes (in each case as determined by Parent in good faith at the time any such Indebtedness is Incurred (and at the time of any lease governing a leasehold interest modification of the Company terms of any such encumbrance or restriction)) or (y) apply only during the occurrence of an event of default with respect to such Credit Facility or other Indebtedness; (3) existing under, by reason of or with respect to applicable law, rule, regulation, decree or administrative or court order or contained in any Restricted Subsidiarylicense, permit or customary restrictions in licenses relating to the Property covered thereby and other accreditation with a regulatory authority entered into in the ordinary course of business; (b4) existing with respect to any instrument governing Person (including Indebtedness or Capital Stock of a such Person) or the property or assets of such Person acquired by the Company Parent or any Restricted Subsidiary of Parent (or any such Person that otherwise becomes a Restricted Subsidiary of Parent including by designation or by merger or consolidation or sale of all or substantially all of its assets into or to Parent or another Restricted Subsidiary of Parent), existing at the time of such acquisitionacquisition (or such Person so becoming a Restricted Subsidiary of Parent) and not incurred in contemplation thereof, which encumbrance encumbrances or restriction is restrictions are not applicable to any other Person, Person or the property or assets of any Person other than the Person, such Person or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation property or assets of such acquisition; Person so acquired (cor such Restricted Subsidiary) and any instrument governing Indebtedness amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or Disqualified Capital Stock replacements thereof; provided, however, that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are entered into in the ordinary course of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness business or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive restrictive, taken as a whole, than the Payment Restrictions those contained in the Revolving Credit Agreement and the Convertible Notes Indentures instruments or agreements with respect to such Person or its property or assets as in effect on the Issue Datedate of such acquisition (or such Person so becoming a Restricted Subsidiary of Parent); (d5) the Revolving Credit Agreement as existing under, by reason of or with respect to provisions in effect on the Issue Date joint venture, operating or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms similar agreements entered into in connection with a Permitted Business and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained customary provisions in leases entered into in the Revolving Credit Agreement as in effect on the Issue Dateordinary course of business; (e6) in the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Date.of Section 10.13(a)(4):

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create cause or suffer to exist or allow to become effective or enter into any consensual encumbrance or restriction of (other than pursuant to this Indenture or any kind law, rule, regulation or order) on the ability of any Restricted Subsidiary: Subsidiary to (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, Interests owned by the Company or make payments on any Indebtedness owed, Restricted Subsidiary or pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary, (bii) to make loans or advances to the Company or any other Restricted Subsidiary thereof or (ciii) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”)Subsidiary. However, the preceding restrictions will not apply to the following encumbrances or restrictions existing under or by reason of: (a) customary provisions restricting subletting any encumbrance or assignment of restriction in existence on the Issue Date, including those under the Credit Agreement, the Existing Receivables Facility and the Leasing Facility and any lease governing a leasehold interest amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, in the good faith judgment of the Company Company, are no more restrictive in any material respect, taken as a whole, with respect to such dividend or any Restricted Subsidiaryother payment restrictions, than those contained in these agreements on the Issue Date or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of businessrefinancings thereof; (b) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable pursuant to any other Person, other than the Person, or the Property an agreement relating to an acquisition of the Personproperty, so acquired, provided that long as the encumbrances or restrictions in any such Indebtedness was agreement relate solely to the property so acquired (and are not incurred or were not created in anticipation of such acquisitionor in connection with the acquisition thereof); (c) any instrument governing Indebtedness encumbrance or Disqualified Capital Stock of restriction which exists with respect to a Person that becomes a Restricted Subsidiary that is not or merges with or into a Restricted Subsidiary Guarantor; provided that (a) such Indebtedness of the Company on or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on after the Issue Date; (d) , which is in existence at the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Date.time such Person becomes

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer otherwise cause to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary of the Company or the Company to: (a) to (i) pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries that directly or indirectly own any Capital Stock of such Restricted Subsidiary, ; (b) to make loans or advances to the Company or any other of its Restricted Subsidiary Subsidiaries that directly or indirectly own any Capital Stock of such Restricted Subsidiary; or (c) to transfer any of its Property properties or assets to the Company or any other of its Restricted Subsidiary (Subsidiaries that directly or indirectly own any Capital Stock of such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to Restricted Subsidiary; except for such encumbrances or restrictions existing under or by reason of: (ai) customary provisions restricting subletting Existing Indebtedness and any agreement as in effect on the Closing Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or assignment refinancings thereof, PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to dividend and other payment restrictions than those contained in the agreements as in effect on the Closing Date; (ii) the New Credit Facility as in effect as of the Closing Date, and any lease amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility, PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings or such other Credit Facility are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in the New Credit Facility as in effect on the Closing Date; (iii) this Agreement; (iv) any instrument governing Indebtedness or Capital Stock of a leasehold interest of Person acquired by the Company or any of its Restricted SubsidiarySubsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred or Capital Stock 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, or the property or assets of the Person, so acquired, PROVIDED that such Indebtedness was permitted by the terms of the Indenture to be incurred; (v) by reason of customary restrictions non-assignment provisions in licenses relating to the Property covered thereby and leases entered into in the ordinary course of business; (bvi) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired; (vii) Indebtedness of Guarantors, PROVIDED that such Indebtedness was permitted to be incurred pursuant to the Indenture; (viii) Permitted Refinancing Indebtedness, PROVIDED that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (ix) restrictions imposed on the obligor of any Permitted Vehicle Indebtedness; (x) restrictions on any Specified Financing Subsidiary pursuant to the terms of the Customer Lease Financing Loans under which it is obligated; (xi) any instrument governing 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; (xii) any restriction or encumbrance consisting of any restriction on the sale or other disposition of assets or property securing Indebtedness as a result of a Person acquired by Lien permitted to be Incurred under this Agreement on such asset or property; (xiii) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisitionSubsidiary; (cxiv) any instrument restrictions on Foreign Subsidiaries pursuant to arrangements governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is Foreign Subsidiaries permitted pursuant to the covenant described under Section 4.09 and 6.3 hereof; and (bxv) the terms and conditions encumbrances or restrictions arising or existing by reason of applicable law or any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect applicable rule, regulation or order, including, without limitation, restrictions on the Issue Date; (d) the Revolving Credit Agreement as in effect payment of dividends on the Issue Date Company's insurance Subsidiaries imposed by federal or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Datestate government regulations.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (a) to pay dividends, in cash or otherwise, 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, ); (b) make loans or make payments on advances or to pay any Indebtedness owed, or other obligation owed to the Company or any other Restricted Subsidiary, ; or (bc) to make loans transfer any of its property or advances assets to the Company or any other Restricted Subsidiary or (c) to transfer any of its Property to the Company or any other Restricted Subsidiary (any Subsidiary; except for such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a1) applicable law; (2) this Indenture; (3) the Credit Agreement and/or the documentation for the Credit Agreement; (4) the Senior Notes and Senior Subordinated Notes and/or the documentation for the Senior Notes and Senior Subordinated Notes and the Senior Secured Notes and/or documentation for the Senior Secured Notes, in the case of the Senior Secured Notes pending redemption of the Senior Secured Notes within 45 days after the Issue Date using the net proceeds of this offering; (5) customary non-assignment provisions restricting subletting of any contract or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business; (b6) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisitionAcquired Indebtedness, which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the Person, Person or the Property properties or assets of the Person, Person so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c7) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (8) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 other agreement entered into after the Issue Date which contains encumbrances and (b) the terms and conditions of any Payment Restrictions thereunder restrictions which are not materially more restrictive with respect to any Restricted Subsidiary than the Payment Restrictions contained those in the Revolving Credit Agreement and the Convertible Notes Indentures effect with respect to such Restricted Subsidiary pursuant to agreements as in effect on the Issue Date; (d9) the Revolving Credit Agreement as in effect any instrument governing Indebtedness of a Foreign Restricted Subsidiary; (10) customary restrictions on the Issue Date transfer of any property or assets arising under a security agreement governing a Lien permitted under this Indenture; (11) 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 that amendsgoverning Refinancing Indebtedness incurred to Refinance the Indebtedness issued, modifiesassumed or incurred pursuant to an agreement referred to in clause (2), supplements(4), restates(6), extends(7) or (9) above; provided, renewshowever, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of provisions relating to such encumbrance or restriction contained in any Payment Restrictions thereunder such Refinancing Indebtedness are not materially more restrictive than the Payment Restrictions provisions relating to such encumbrance or restriction contained in the Revolving Credit Agreement as agreements referred to in effect on the Issue Datesuch clause (2), (4), (6), (7) or (9); (e13) any agreement governing the Senior Secured Notes Indenturesale or disposition of any Restricted Subsidiary which restricts dividends and distributions pending such sale or disposition; (14) any agreement, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereofinstrument or Lien placing encumbrances or restrictions applicable only to a Finance Subsidiary or an Accounts Receivable Entity; or (f15) any agreement governing Indebtedness permitted to be incurred pursuant to Section 4.03; provided that the Convertible Notes Indenturesprovisions relating to such encumbrance or restriction contained in such Indebtedness, taken as a whole, are not materially more restrictive than the New Convertible Notes and any subsidiary guarantees thereof, provisions contained in each case the Credit Agreement or in this Indenture as in effect on the Issue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create cause or suffer to exist or allow to become effective or enter into any consensual encumbrance or restriction of (other than pursuant to this Indenture or any kind law, rule, regulation or order) on the ability of any Restricted Subsidiary: Subsidiary to (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, Interests to the Company or any other Restricted Subsidiary or pay any Debt owed to the Company or any Restricted Subsidiary, (bii) to make loans or advances to the Company or any other Restricted Subsidiary or (ciii) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”)Subsidiary. However, the preceding restrictions will not apply to the following encumbrances or restrictions existing under or by reason of: (a) any encumbrance or restriction in existence on the Issue Date, including those under the Credit Agreement, the Security Documents, the Existing Receivables Facility or the Receivables Purchase Agreement and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, in the good faith judgment of the Company, are no more restrictive in any material respect, taken as a whole, with respect to such dividend or other payment restrictions, than those contained in these agreements on the Issue Date or refinancings thereof; (b) any encumbrance or restriction which exists with respect to an acquired property in existence at the time of such acquisition pursuant to an agreement, so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof); (c) 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, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary; (d) any encumbrance or restriction pursuant to an agreement effecting a permitted renewal, refunding, replacement, refinancing or extension of Debt Incurred pursuant to an agreement containing any encumbrance or restriction referred to in the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such refinancing agreement are no less favorable in any material respect to the Holders than the encumbrances and restrictions contained in the agreements governing the Debt being renewed, refunded, replaced, refinanced or extended in the good faith judgment of the Company; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest lease, 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; (f) any encumbrance or restriction by reason of applicable law, rule, regulation or order; (g) any encumbrance or restriction under this Indenture, the Notes and the Note Guarantees; (h) any encumbrance or restriction under a contract for the sale or other disposition of assets or Capital Interests, including, without limitation, any agreement for the sale or other disposition of a Subsidiary, that restricts distributions of the applicable assets or customary Capital Interests to be sold, or of any assets of a Subsidiary to be sold, pending such sale or other disposition; (i) restrictions in licenses relating to the Property covered thereby on cash and other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (bj) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale leaseback agreements and other similar agreements; (k) any instrument governing restriction with respect to the Company or a Restricted Subsidiary (or any of its property or assets) imposed by customary provisions in Hedging Obligations or Swap Contracts, in each case, not entered into for speculative purposes; (l) Purchase Money Debt and Capital Lease Obligations permitted under this Indenture for property acquired in the ordinary course of business that impose restrictions on that property so acquired of the nature described in clause (iii) of the first paragraph of this SECTION 4.8; (m) Liens securing Debt otherwise permitted to be incurred under this Indenture, including pursuant to SECTION 4.12, that limit the right of the debtor to dispose of the assets subject to such Liens; (n) any Non-Recourse Receivable Subsidiary Indebtedness or other contractual requirements of a Person acquired by Receivable Subsidiary that is a Restricted Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivable Subsidiary or the receivables and related assets described in the definition of Qualified Receivables Transaction which are subject to such Qualified Receivables Transaction; and (o) any other agreement governing Debt entered into after the Issue Date that contains encumbrances and restrictions that are not materially more restrictive 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. Nothing contained in this SECTION 4.8 shall prevent the Company or any Restricted Subsidiary at from (i) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under SECTION 4.12 or (ii) restricting the time sale or other disposition of such acquisition, which encumbrance property or restriction is not applicable to any other Person, other than the Person, or the Property assets of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date Company or any agreement of its Restricted Subsidiaries that amends, modifies, supplements, restates, extends, renews, refinances secure Debt of the Company or replaces the Revolving Credit Agreement; provided that the terms any of its Restricted Subsidiaries Incurred in accordance with SECTION 4.9 and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue DateSECTION 4.12.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create cause or suffer to exist or allow to become effective or enter into any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, Interests owned by the Company or make payments on any Indebtedness owed, Restricted Subsidiary or pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary, (bii) to make loans or advances to the Company or any other Restricted Subsidiary thereof or (ciii) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”)Subsidiary. HoweverNotwithstanding the foregoing, the preceding restrictions will not apply to the following encumbrances or restrictions existing under or by reason of: (a) customary provisions restricting subletting any encumbrance or assignment of restriction in existence on the Issue Date, including those required by the Credit Agreement or by any lease governing a leasehold interest of the Company other agreement or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and documents entered into in connection with the ordinary course Credit Agreement and any amendments, modifications, restatements, renewals, increases, supplements or Refinancings of businessany of the foregoing agreements or documents; provided, however, that the amendments, modifications, restatements, renewals, increases, supplements or Refinancings, in the good faith judgment of the Company, are no more restrictive, taken as a whole, with respect to such dividend or other payment restrictions than those contained in these agreements on the Issue Date or Refinancings thereof; (b) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable pursuant to any other Person, other than the Person, or the Property an agreement relating to an acquisition of the Personproperty, so acquired, provided that long as the encumbrances or restrictions in any such Indebtedness was agreement relate solely to the property so acquired (and are not incurred or were not created in anticipation of such acquisitionor in connection with the acquisition thereof); (c) any instrument governing Indebtedness encumbrance or Disqualified Capital Stock of restriction which exists with respect to a Person that becomes a Restricted Subsidiary that is not or merges with or into a Restricted Subsidiary Guarantor; provided that (a) such Indebtedness on or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on after the Issue Date; (d) , which is in existence at the Revolving Credit Agreement as time such Person becomes a Restricted Subsidiary, but not created in effect on connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the Issue Date property or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions assets of any Payment Restrictions thereunder are not materially more restrictive Person other than such Person or the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Dateproperty or assets of such Person becoming a Restricted Subsidiary; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary of the Company to: (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiary, Subsidiaries; (bii) to make loans or advances to the Company or any other of its Restricted Subsidiary Subsidiaries; or (iii) sell, lease or (c) to transfer any of its Property properties or assets to the Company or any other of its Restricted Subsidiary Subsidiaries. (any such b) The restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions in Section 4.11(a) will not apply to encumbrances or restrictions existing under or by reason of: (ai) customary agreements governing Existing Indebtedness as in effect on the Issue Date and agreements governing other Indebtedness permitted to be incurred under the provisions restricting subletting of Section 4.08 and, in each case, any amendments, restatements, modifications, renewals, supplements, refundings, replacements or assignment refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date; (ii) this Indenture, the Notes and the Note Guarantees and the Collateral Documents; (iii) the New Credit Facility and any lease amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of the New Credit Facility; (iv) agreements governing other Indebtedness of Foreign Subsidiaries permitted to be incurred under the provisions of Section 4.08 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; (v) applicable law, rule, regulation or order; (vi) any instrument governing Indebtedness or Capital Stock of a leasehold interest of Person acquired by the Company or any of its Restricted SubsidiarySubsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (vii) customary restrictions non-assignment provisions in contracts and licenses relating to the Property covered thereby and entered into in the ordinary course of business; (bviii) any instrument governing Indebtedness purchase money obligations for property acquired in the ordinary course of a Person acquired by business and Capital Lease Obligations that impose restrictions on the Company property purchased or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property leased of the Person, so acquired, provided that such Indebtedness was not incurred nature described in anticipation of such acquisitionSection 4.11(a)(iii); (cix) any instrument governing Indebtedness agreement for the sale or Disqualified other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary that is not a restricts distributions by that Restricted Subsidiary Guarantorpending its sale or other disposition; (x) Permitted Refinancing Indebtedness; provided that (a) the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive restrictive, taken as a whole, than the Payment Restrictions those contained in the Revolving Credit Agreement and agreements governing the Convertible Notes Indentures as in effect on the Issue DateIndebtedness being refinanced; (dxi) Liens permitted to be incurred under the Revolving Credit Agreement as in effect on provisions of Section 4.12 that limit the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces right of the Revolving Credit Agreement; provided that debtor to dispose of the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Dateassets subject to such Liens; (exii) provisions limiting the Senior Secured Notes Indenturedisposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the New Senior Secured Notesapproval of the Board of Directors of the Company, which limitation is applicable only to the Additional New Senior Secured Notes and assets that are the subsidiary guarantees thereofsubject of such agreements; orand (fxiii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Dateordinary course of business.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company Parent shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary of Parent to: (a) to pay dividends, in cash or otherwise, dividends or make any other distributions to Parent or any of its Restricted Subsidiaries on or in respect of its Capital Stock, or make payments on any Indebtedness owed, to the Company or any other Restricted Subsidiary, ; (b) pay any Indebtedness owed to Parent or any of its Restricted Subsidiaries; (c) make loans or advances to the Company Parent or any other Restricted Subsidiary or (c) to transfer any of its Property Restricted Subsidiaries; or (d) Transfer any of its properties or assets to the Company Parent or any other of its Restricted Subsidiary (any Subsidiaries, except for such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason ofof any of the following: (1) Existing Indebtedness, the New Credit Facility and any amendments or refinancings thereof; provided that such amendments or refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances or restrictions than those contained in such Existing Indebtedness or the New Credit Facility, as the case may be, on the Issue Date; (2) (a) customary provisions restricting subletting this Indenture, the Notes, the Exchange Notes, and the Note Guarantees and (b) the 2013 Notes Indenture, the 2013 Notes, the 2013 Exchange Notes and the 2013 Note Guarantees; (3) applicable law, rule, regulation or assignment order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by Parent or any of its Restricted Subsidiaries, as in effect at the time of 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 lease governing a leasehold interest Person, other than the Person, or the assets of the Company Person, so acquired; provided that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) Purchase Money Obligations and Capital Lease Obligations permitted to be incurred pursuant to clause (3) of subsection (b) of Section 4.09 for assets acquired that impose restrictions of the nature described in clause (d) above of this Section 4.13 on the assets so acquired; (6) an agreement that has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of a Restricted Subsidiary of Parent; provided that (a) such sale or disposition is permitted by the terms of this Indenture and (b) such restrictions are limited to the Restricted Subsidiary that is the subject of such agreement pending its sale or other disposition; (7) Liens securing Indebtedness otherwise permitted to be incurred pursuant to Section 4.11 that (y) limit the right of Parent or any of its Restricted Subsidiaries to Transfer or dispose of the assets subject to such Lien or (z) place any restriction on Parent’s or such Restricted Subsidiary, ’s use of the assets subject to such Lien; (8) restrictions on cash or customary restrictions in licenses relating to the Property covered thereby and other deposits or net worth requirements imposed by customers under contracts entered into in the ordinary course of business; (b9) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary GuarantorPermitted Refinancing Indebtedness; provided that (a) the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive restrictive, taken as a whole, than the Payment Restrictions those contained in either (i) the Revolving agreements governing the Indebtedness being refinanced or (ii) the New Credit Agreement and the Convertible Notes Indentures Facility as in effect on the Issue Date; (d10) Non-Recourse Accounts Receivable Entity Indebtedness or other contractual requirements of an Accounts Receivable Entity in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Accounts Receivables Entity or the Revolving Credit Agreement receivables which are subject to the Qualified Receivables Transaction; (11) contractual encumbrances and restrictions in effect on the Issue Date, and any amendments thereof; provided that such amendments are not materially more restrictive, taken as a whole, than such existing contractual encumbrances and restrictions; (12) protective liens filed in connection with Sale and Leaseback Transactions permitted under Section 4.15; (13) 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 of Parent; (14) customary provisions restricting the disposition or distribution of assets or property to each holder of Capital Stock of a joint venture contained in any joint venture agreement which restriction is limited to the assets or property of such joint venture; (15) restrictions in effect on the Issue Date that are contained in charter documents or shareholder agreements relating to any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit AgreementRestricted Subsidiary of Parent and any amendments thereof; provided that the terms and conditions of any Payment Restrictions thereunder such amendments are not materially more restrictive restrictive, taken as a whole, with respect to such restrictions than the Payment Restrictions those contained in the Revolving Credit Agreement such document or agreement as in effect on the Issue Date;; and (e16) Indebtedness of (y) Non-Guarantor Subsidiaries incurred pursuant to clause (1) or (13) of subsection (b) of Section 4.09 and (z) an Issuer or any Guarantor incurred pursuant to Section 4.09; provided (i) in the Senior Secured case of clause (z) above with respect to any Guarantor, such encumbrance or restriction may exist only for so long as such Guarantor continues to Guarantee the Notes Indentureand (ii) in the case of clauses (y) and (z) above, the New Senior Secured NotesBoard of Directors of Parent shall have determined in good faith (as evidenced by a resolution of the Board of Directors) at the time that such encumbrance or restriction is created that such encumbrance or restriction, as the Additional New Senior Secured case may be, will not impair the ability of the Issuers to make scheduled payments of interest and principal on the Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Dateand when due.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create cause or suffer to exist or allow to become effective or enter into any consensual encumbrance or restriction of (other than pursuant to this Indenture or any kind law, rule, regulation or order) on the ability of any Restricted Subsidiary: Subsidiary to (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, Interests to the Company or any other Restricted Subsidiary or pay any Debt owed to the Company or any Restricted Subsidiary, (bii) to make loans or advances to the Company or any other Restricted Subsidiary or (ciii) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”)Subsidiary. However, the preceding restrictions will not apply to the following encumbrances or restrictions existing under or by reason of: (a) any encumbrance or restriction in existence on the Issue Date, including those under the Credit Agreement, the Existing Receivables Facility or the Receivables Purchase Agreement and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, in the good faith judgment of the Company, are no more restrictive in any material respect, taken as a whole, with respect to such dividend or other payment restrictions, than those contained in these agreements on the Issue Date or refinancings thereof; (b) any encumbrance or restriction which exists with respect to an acquired property in existence at the time of such acquisition pursuant to an agreement, so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof); (c) 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, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary; (d) any encumbrance or restriction pursuant to an agreement effecting a permitted renewal, refunding, replacement, refinancing or extension of Debt Incurred pursuant to an agreement containing any encumbrance or restriction referred to in the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such refinancing agreement are no less favorable in any material respect to the Holders than the encumbrances and restrictions contained in the agreements governing the Debt being renewed, refunded, replaced, refinanced or extended in the good faith judgment of the Company; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest lease, contract, or license of the Company or any Restricted Subsidiary, Subsidiary or customary restrictions provisions in licenses relating to agreements that restrict the Property covered thereby and entered into in the ordinary course assignment of business; (b) any instrument governing Indebtedness of a Person acquired by the Company such agreement or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisitionrights thereunder; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or suffer permit to exist or allow to become effective or enter into any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, Stock owned by the Issuer or make payments on any Restricted Subsidiary or pay any Indebtedness owed, or other obligation owed to the Company Issuer or any other Restricted Subsidiary, (b2) to make loans or advances to the Company Issuer or any other Restricted Subsidiary thereof or (c3) to transfer any of its Property property or assets to the Company Issuer or any Restricted Subsidiary. (b) Section 4.15(a) shall not apply to the following: (i) any encumbrance or restriction in existence on the Issue Date, including those contained in the Term Loan Credit Facility, the 2022 Notes Indenture or any other Restricted Subsidiary (agreement or documents entered into in connection with the Term Loan Credit Facility, the 2022 Notes Indenture or any amendments, modifications, restatements, renewals, increases, supplements or Refinancings, of any of the foregoing agreements or documents, or any other Credit Facility, provided that the terms of such amendments, modifications, restatements, renewals, increases, supplements or Refinancings of any such restrictions being collectively referred to herein other Credit Facility, in the good-faith judgment of the Issuer, are not, taken as a “Payment Restriction”whole, materially more restrictive than the dividend or other payment restrictions contained in those agreements on the Issue Date or Refinancings thereof; (ii) any encumbrance or restriction pursuant to an agreement relating to an acquisition of property (whether directly or through the purchase of Equity Interests of the Person owning such property). However, so long as the preceding restrictions will not apply to encumbrances or restrictions existing under in any such agreement relate solely to the property so acquired (and are not or by reason of:were not created in anticipation of or in connection with the acquisition thereof); (aiii) any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary on or after the Issue Date, which is in existence at the time such Person becomes a Restricted Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary; (iv) any encumbrance or restriction pursuant to an agreement effecting a permitted Refinancing or extension of Indebtedness issued pursuant to an agreement containing any encumbrance or restriction referred to in Section 4.15(b)(i) through (iii), so long as the encumbrances and restrictions contained in any such Refinancing agreement are not, taken as a whole, in the good-faith judgment of the Issuer, materially more restrictive than the encumbrances and restrictions contained in the agreements governing the Indebtedness being Refinanced; (v) customary provisions restricting subletting or assignment of any lease governing a leasehold interest lease, contract, or license of the Company Issuer or any Restricted Subsidiary, customary provisions restricting the disposition of assets subject to a lease or customary restrictions license, or provisions in licenses agreements that restrict the assignment of such agreement or any rights thereunder; (vi) any encumbrance or restriction by reason of applicable law, rule, regulation or order; (vii) any encumbrance or restriction under this Indenture, the Notes and the Note Guarantees; (viii) any encumbrance or restriction under an agreement relating to a disposition of assets or Capital Stock, including, without limitation, any agreement for the Property covered thereby sale or other disposition of or by a Subsidiary that restricts distributions, loans or transfers by that Subsidiary pending its sale or other disposition; (ix) restrictions on cash and other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, under contracts entered into in the ordinary course of business; (bx) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements, limited liability company agreements, partnership agreements, shareholder agreements, asset sale agreements, stock sale agreements, sale leaseback agreements and other similar agreements; (xi) any instrument governing any Indebtedness or Capital Stock of a Person acquired by the Company Issuer or any Restricted Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was Incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the Person, or the Property property or assets of the Person, so acquired, provided that that, in the case of Indebtedness, such Indebtedness was not incurred in anticipation permitted by the terms of such acquisitionthis Indenture to be Incurred; (cxii) any instrument governing purchase-money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions on that property so acquired of the nature described in Section 4.15(a)(3); (xiii) provisions of agreements relating to Liens permitted to be incurred or to exist under this Indenture, including under Section 4.7, that limit the right of the debtor to dispose of the assets subject to such Liens; (xiv) Indebtedness Incurred or Disqualified Capital Stock of a Equity Interests issued by an Restricted Subsidiary that is not a Subsidiary GuarantorSubsidiary; provided that the restrictions contained in the agreements or instruments relating thereto (aA) such Indebtedness either (i) apply only in the event of a payment default or Disqualified Capital Stock is permitted under Section 4.09 a default with respect to a financial covenant or (ii) shall not, taken as a whole, in the good faith judgment of the Board of Directors of the Issuer, materially adversely affect the Issuer’s ability to pay all principal, interest and premium, if any, on the Notes, and (bB) are not, taken as a whole, in the terms and conditions good-faith judgment of any Payment Restrictions thereunder are not the Board of Directors of the Issuer, materially more restrictive than the Payment Restrictions contained is customary in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Datecomparable financings; (dxv) customary encumbrances or restrictions contained in agreements entered into in the Revolving Credit Agreement ordinary course of business in connection with Hedging Obligations permitted under this Indenture; and (xvi) any other agreement governing Indebtedness entered into after the Issue Date that contains encumbrances and restrictions that are not, taken as a whole, in the good-faith judgment of the Board of Directors of the Issuer, materially more restrictive than those in effect on the Issue Date or any agreement with respect to that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as Restricted Subsidiary pursuant to agreements in effect on the Issue Date. (c) Nothing contained in this Section 4.15 shall prevent the Issuer or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens in compliance with Section 4.7 or (2) restricting the sale or other disposition of property or assets of the Issuer or any Restricted Subsidiary that secure Indebtedness of the Issuer or any Restricted Subsidiary Incurred in accordance with Sections 4.6 and Section 4.7 in this Indenture.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or suffer permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital StockStock (or with respect to any other interest or participation in, or make payments on any Indebtedness owedmeasured by, its profits) to the Company or any Restricted Subsidiary (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); (ii) pay any Indebtedness or other obligations owed to the Company or any Restricted Subsidiary, ; (biii) to make loans or advances to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or (c) to transfer any of its Property advances made to the Company or any other Restricted Subsidiary (to other Indebtedness Incurred by the Company or any such restrictions being collectively referred Restricted Subsidiary shall not be deemed a restriction on the ability to herein as a “Payment Restriction”make loans or advances). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:; or (aiv) customary provisions restricting subletting transfer any of its properties or assignment of any lease governing a leasehold interest of assets to the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business;. (b) However, the restrictions set forth in Section 4.12(a) above shall not apply to encumbrances or restrictions: (i) existing under, by reason of or with respect to the Credit Agreement as in effect on the Issue Date, Existing Indebtedness or any instrument governing other agreements in effect on the Issue Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings of any 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 in good faith by the Company) materially more restrictive than those contained in the Credit Agreement, Existing Indebtedness or such other agreements, as the case may be, as in effect on the Issue Date; (ii) contained in the terms of any Indebtedness Incurred pursuant to Section 4.10 if (1) either (x) the encumbrance or restriction applies only in the event of and during the continuance of a payment default or a default with respect to a financial covenant contained in such Indebtedness or (y) the Company determines in good faith at the time any such Indebtedness is Incurred (and at the time of any modification of the terms of any such encumbrance or restriction) that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes and any other Indebtedness that is an obligation of the Company and (2) the encumbrance or restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings or agreements (as determined by the Company in good faith); (iii) set forth in this Indenture, the Notes or the Note Guarantees; (iv) existing under or by reason of applicable law, rule, regulation, approval, license, permit or order; (v) with respect to any Person or the property or assets of a Person acquired by the Company or any Restricted Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any other Person or the properties or assets of any Person, other than the Person, or the Property property or assets of the Person, so acquiredacquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or Disqualified Capital Stock of refinancings, taken as a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder whole, are not (as determined by the Company in good faith) materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as those in effect on the Issue Datedate of the acquisition or designation; (dvi) that restrict in a customary manner the Revolving Credit Agreement as in effect on the Issue Date subletting, assignment or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions transfer of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained property or asset that is a lease, license, conveyance or contract or similar property or asset, including in the Revolving Credit Agreement as in effect on the Issue Daterespect of a Sale and Leaseback Transaction permitted under this Indenture; (evii) 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 Senior Secured Notes Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or; (fviii) arising or agreed to in the Convertible Notes Indenturesordinary course of business, not relating to any Indebtedness, and that do not, individually or in the New Convertible Notes 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; (ix) with respect to a 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 Subsidiary; (x) existing pursuant to purchase money obligations for assets acquired in the ordinary course of business and Capital Lease Obligations permitted under this Indenture or operating leases that impose encumbrances or restrictions on the assets so acquired or covered thereby; (xi) existing pursuant to any subsidiary guarantees thereofIndebtedness Incurred by a Foreign Subsidiary under Section 4.10(b)(xvii); (xii) on cash or other deposits or net worth, which encumbrances or restrictions are imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case as case, under contracts entered into in effect the ordinary course of business; and (xiii) arising from customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements, operating agreements, asset sale agreements, stock sale agreements and other similar agreements which the Company determines in good faith will not adversely affect the Company’s ability to make payments of principal or interest on the Issue DateNotes.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create cause or suffer to exist or allow to become effective or enter into any consensual encumbrance or restriction of (other than pursuant to this Indenture or any kind law, rule, regulation or order) on the ability of any Restricted Subsidiary: Subsidiary to (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, Interests to the Company or any other Restricted SubsidiaryGuarantor or pay any Indebtedness owed to the Company or any Guarantor, (bii) to make loans or advances to the Company or any other Restricted Subsidiary Guarantor or (ciii) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”)Guarantor. However, the preceding restrictions will not apply to the following encumbrances or restrictions existing under or by reason of: (a) any encumbrance or restriction in existence on the Issue Date, including those under the Credit Agreement, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, in the good faith judgment of the Company, are no more restrictive in any material respect, taken as a whole, with respect to such dividend or other payment restrictions than those contained in these agreements on the Issue Date or refinancings thereof; (b) any encumbrance or restriction which exists with respect to an acquired property in existence at the time of such acquisition pursuant to an agreement, so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof); (c) any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary or merges or amalgamates 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, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary; (d) any encumbrance or restriction under the terms of Refinancing Indebtedness Incurred to renew, refund, replace, refinance or extend any agreement containing any encumbrance or restriction referred to in the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such Refinancing Indebtedness are no less favorable in any material respect to the Holders than the encumbrances and restrictions contained in the agreements governing the Indebtedness being renewed, refunded, replaced, refinanced, or extended, in the good faith judgment of the Company; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest lease, contract, or license of the Company or any Restricted Subsidiary or any rights thereunder; (f) any encumbrance or restriction by reason of applicable law, rule, regulation or order; (g) any encumbrance or restriction under this Indenture, the Notes and the Note Guarantees; (h) any encumbrance or restriction under a contract for the sale or other disposition of assets or Capital Interests, including, without limitation, any agreement for the sale or other disposition of a Subsidiary, that restricts distributions of the applicable assets or customary Capital Interests to be issued or sold, or of any assets of a Subsidiary to be sold, pending such sale or other disposition; (i) restrictions in licenses relating to the Property covered thereby on cash and other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (bj) customary provisions with respect to the disposition or distribution of property or assets in joint venture agreements, asset sale agreements, stock sale agreements (including underwriting agreements), sale leaseback agreements and other similar agreements; (k) any instrument governing Indebtedness of a Person acquired by restriction with respect to the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances of its property or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained assets) imposed by customary provisions in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereofHedging Obligations or Swap Contracts, in each case as in effect on the Issue Date.case, not entered into for speculative purposes;

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall Holdings will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create cause or suffer to exist or allow to become effective or enter into any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, to the Company Interests owned by Holdings or any Restricted Subsidiary or pay any Debt or other obligation owed to Holdings or any Restricted Subsidiary, (bii) to make loans or advances to the Company Holdings or any other Restricted Subsidiary thereof or (ciii) to transfer any of its Property property or assets to the Company Holdings or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”)Subsidiary. However, the preceding restrictions provisions will not apply to the following encumbrances or restrictions existing under or by reason of: (a) any encumbrance or restriction in existence on the Issue Date, including those required by the Credit Agreement or by any other agreement or documents entered into in connection with the Credit Agreement and any amendments, modifications, restatements, renewals, increases, supplements or Refinancings, of any of the foregoing agreements or documents, provided that the amendments, modifications, restatements, renewals, increases, supplements or Refinancings, in the good faith judgment of the Issuer, are no more restrictive, taken as a whole, with respect to such dividend or other payment restrictions than those contained in these agreements on the Issue Date or Refinancings thereof; (b) any encumbrance or restriction pursuant to an agreement relating to an acquisition of property, so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof); (c) any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary on or after the Issue Date, which is in existence at the time such Person becomes a Restricted Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary; (d) any encumbrance or restriction pursuant to an agreement effecting a permitted Refinancing or extension of Debt issued pursuant to an agreement containing any encumbrance or restriction referred to in the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such Refinancing agreement are no less favorable in any material respect to the Holders than the encumbrances and restrictions contained in the agreements governing the Debt being Refinanced in the good faith judgment of the Issuer; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest lease, contract, or license of the Company Holdings or any Restricted SubsidiarySubsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder; (f) any encumbrance or restriction by reason of applicable law, rule, regulation or customary restrictions in licenses order; (g) any encumbrance or restriction under this Indenture, the Notes and the Note Guarantees; (h) any encumbrance or restriction under an agreement relating to a disposition of assets or Capital Interests, including, without limitation, any agreement for the Property covered thereby sale or other disposition of or by a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition; (i) restrictions on cash and other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; (bj) customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements, limited liability company agreements, partnership agreements, shareholder agreements, asset sale agreements, stock sale agreements, sale leaseback agreements and other similar agreements; (k) any instrument governing Indebtedness any Debt or Capital Interest of a Person acquired by the Company Holdings or any of the Restricted Subsidiary Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Capital Interest was Incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the Person, or the Property property or assets of the Person, so acquired, provided that that, in the case of Debt, such Indebtedness Debt was not incurred in anticipation permitted by the terms of such acquisitionthis Indenture to be Incurred; (cl) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions on that property so acquired of the nature described in clause (iii) of the first paragraph of this Section 4.8; (m) Liens securing Debt otherwise permitted to be Incurred under this Indenture, including pursuant to Section 4.12, that limit the right of the debtor to dispose of the assets subject to such Liens; (n) any instrument governing Non-Recourse Receivable Subsidiary Indebtedness or Disqualified Capital Stock other contractual requirements of a Receivable Subsidiary that is a Restricted Subsidiary that is not in connection with a Subsidiary GuarantorQualified Receivables Transaction; provided that such restrictions apply only to such Receivable Subsidiary or the receivables and related assets described in the definition of Qualified Receivables Transaction which are subject to such Qualified Receivables Transaction; and (ao) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 any other agreement governing Debt entered into after the Issue Date that contains encumbrances and (b) the terms and conditions of any Payment Restrictions thereunder restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date; (d) the Revolving Credit Agreement as . Nothing contained in effect on the Issue Date this Section 4.8 shall prevent Holdings or any agreement Restricted Subsidiary from (i) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 or (ii) restricting the sale or other disposition of property or assets of Holdings or any of its Restricted Subsidiaries that amends, modifies, supplements, restates, extends, renews, refinances secure Debt of Holdings or replaces the Revolving Credit Agreement; provided that the terms any of its Restricted Subsidiaries Incurred in accordance with Section 4.9 and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue DateSection 4.12.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company (a) Parent shall not, and shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary of Parent to: (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, Stock to the Company Parent or any other of its Restricted Subsidiary, Subsidiaries; (bii) to make loans or advances or to the Company pay any Indebtedness or other obligation owed to Parent or any Restricted Subsidiary of Parent; or (iii) transfer any of its property or assets to Parent or any other Restricted Subsidiary or of Parent. (cb) to transfer any of its Property to the Company or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of: (ai) applicable law, rule, regulation or order; (ii) this Indenture, the Notes and any Note Guarantees; (iii) customary provisions restricting subletting or assignment of any contract, lease or license restricting assignments, subservicing, subcontracting or other transfers; (iv) any instrument governing a leasehold interest 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 Company Person so acquired; (v) the Existing Facilities as each exists on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any Restricted Subsidiaryrestrictions imposed pursuant to any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary and customary restrictions in licenses relating with respect to facilities similar to the Property covered thereby Existing Facilities (under the relevant circumstances) and will not materially affect the Issuers’ ability to make anticipated principal, premium and interest payments on the Notes (as determined in good faith by PHH); (vi) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (vii) restrictions on the transfer of assets (other than cash) held in a Restricted Subsidiary of Parent imposed under any agreement governing Indebtedness incurred in accordance with this Indenture; (viii) provisions in agreements evidencing MTM MSR Indebtedness or Permitted Funding Indebtedness, in each case, that impose restrictions on the collateral securing such Indebtedness, provide for financial covenants, limitations on affiliate transactions, the transfer of all or substantially all assets, other fundamental changes or other customary limitations which, in each case as determined in good faith by PHH, are customary or will not materially affect the ability of the Issuers to pay the principal, interest and premium on the Notes; (ix) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lxxx; (x) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (xi) any agreement or instrument governing Capital Stock of any Person that is acquired; provided that such encumbrances or restrictions are not created in contemplation of such acquisition; (xii) the requirements of any Securitization, Warehouse Facility or MSR Facility that are exclusively applicable to any Securitization Entity, Warehouse Facility Trust, MSR Facility Trust or special purpose Subsidiary of Parent formed in connection therewith; (xiii) customary provisions in joint venture and other similar agreements relating solely to the assets or the Equity Interests of such joint venture; (xiv) customary provisions in leases, licenses and other agreements entered into in the ordinary course of business; (bxv) restrictions on cash or other deposits or net worth imposed by customers or other counterparties of Parent and its Restricted Subsidiaries under contracts entered into in the ordinary course of business; (xvi) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii) of Section 4.08(a); (xvii) restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property not otherwise prohibited under this Indenture; (xviii) other Indebtedness, Disqualified Capital Stock or Preferred Stock permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09; provided that the restrictions will not materially affect the ability of the Issuers to pay the principal, interest and premium on the Notes, as determined in good faith by PHH; and (xix) any instrument governing Indebtedness of a Person acquired encumbrances or restrictions imposed by the Company any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property refinancings of the Personcontracts, so acquired, instruments or obligations referred to in clauses (ii) through (iv) and (vi) through (xviii) of this Section 4.08(b); provided that such Indebtedness was not incurred amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in anticipation the good faith judgment of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock PHH’s Board of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are Directors, whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions, taken as a whole, than the Payment Restrictions those contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date dividend or any agreement that amendsother payment restrictions prior to such amendment, modifiesmodification, supplementsrestatement, restatesrenewal, extendsincrease, renewssupplement, refinances refunding, replacement or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Daterefinancing.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed, owed to the Company or any other Restricted Subsidiary, (biii) to make loans or advances to the Company or any other Restricted Subsidiary or (civ) to transfer any of its Property 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, this Indenture or any other agreements in effect on the Closing Date, and any amendments, modifications, supplements, extensions, refinancings, renewals or replacements of such agreements; provided that the encumbrances and restrictions in any such restrictions being collectively referred amendments, modifications, supplements, extensions, refinancings, renewals or replacements are no less favorable in any material respect to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to Holders than those encumbrances or restrictions that are then in effect and that are being amended, modified, supplemented, extended, refinanced, renewed or replaced; (ii) existing under or by reason of: of applicable law; (aiii) under any instrument governing Acquired Indebtedness incurred in accordance with this Indenture; provided that such encumbrances or restrictions are not adopted in contemplation of the related acquisition; (iv) in the case of clause (iv) of the first paragraph of this Section 4.06, (A) that restrict in a customary provisions restricting subletting manner the subletting, assignment or assignment transfer of any lease governing property or asset that is a leasehold interest lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary, Subsidiary not otherwise prohibited by this Indenture or customary restrictions in licenses relating (C) arising or agreed to the Property covered thereby and entered into in the ordinary course of business; (b) , not relating to any instrument governing Indebtedness Indebtedness, and that do not, individually or in the aggregate, detract from the value of a Person acquired by property or assets of the Company or any Restricted Subsidiary at in any manner material to the time of such acquisition, which encumbrance Company or restriction is not applicable any Restricted Subsidiary; (v) with respect to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary and imposed pursuant to an agreement that is not a Subsidiary Guarantorhas 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; and (vi) with respect to any Foreign Subsidiary; provided that (aA) the Investments of the Company and its Subsidiaries in such Foreign Subsidiary are, as determined by the Board of Directors, not made for the purpose of removing assets from the Company and the Guarantors which removal, in the judgment of the Board of Directors, would be likely to have a material adverse impact on the Company's ability to make payments on the Notes and (B) such Indebtedness encumbrances or Disqualified Capital Stock is permitted under Section 4.09 and (b) restrictions are not, in the terms and conditions judgment of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions Board of Directors, likely to have a material adverse impact on the Company's ability to make payments on the Notes. Nothing contained in this Section 4.06 shall prevent the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date Company or any agreement Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted by Section 4.10 or (2) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that amends, modifies, supplements, restates, extends, renews, refinances secure Indebtedness of the Company or replaces the Revolving Credit Agreement; provided that the terms and conditions any of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Dateits Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall (a) Except as provided in Section 4.11(b), the Guarantor will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on any Equity Interests of the Restricted Subsidiary owned by the Guarantor or in respect of its Capital Stock, any other Restricted Subsidiary, (ii) pay any Debt or make payments on any Indebtedness owed, other obligation owed to the Company Guarantor or any other Restricted Subsidiary, (iii) make loans or advances to the Guarantor or any other Restricted Subsidiary, or (biv) to make loans transfer any of its property or advances assets to the Company Guarantor or any other Restricted Subsidiary Subsidiary. (b) The provisions of Section 4.11(a) do not apply to any encumbrances or restrictions: (ci) to transfer any of its Property to existing on the Company Issue Date as provided for in this Indenture or any other Restricted Subsidiary (agreements in effect on the Issue Date, and any such extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions being collectively referred to herein in the extension, renewal, replacement or refinancing are, taken as a “Payment Restriction”). Howeverwhole, no less favorable in any material respect to the preceding restrictions will not apply to Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (ii) existing under or by reason of:of applicable law; (aiii) customary provisions restricting subletting existing with respect to any Person, or assignment to the Property of any lease governing a leasehold interest of Person, at the Company time such Person or the Property is acquired by the Guarantor or any Restricted Subsidiary, which encumbrances or customary restrictions: (A) are not applicable to any other Person or the Property of any other Person; and (B) were not put in place in anticipation of such event, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided the encumbrances and restrictions in licenses relating the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Holders than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (iv) of the type described in Section 4.11(a)(iv) arising or agreed to in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any Property covered thereby that is subject to a lease or license or (B) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any Property of, the Guarantor or any Restricted Subsidiary; (v) 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 of, the Restricted Subsidiary that is permitted by Section 4.13; (vi) with respect to a Restricted Subsidiary and imposed by any agreement governing Debt of any Restricted Subsidiary that is permitted to be Incurred pursuant to Section 4.07; provided that the encumbrance or restriction is customary in comparable transactions and will not materially affect the Company’s or Guarantor’s ability to pay interest or principal, when due, on the Notes; (vii) with respect to a Restricted Subsidiary and imposed pursuant to a customary provision in a joint venture, asset sale, or stock sale agreements or other similar agreement with respect to such Restricted Subsidiary that was entered into in the ordinary course of business; (bviii) any instrument governing Indebtedness of a Person acquired imposed by the Company or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred standard loan documentation in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that connection with loans from (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Date.)

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Issuers shall not, and shall not permit any of their Restricted Subsidiary Subsidiaries to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary: Subsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by an Issuer or in respect any of its Capital Stock, or make payments on Restricted Subsidiaries; (2) pay any Indebtedness owed, owed to the Company an Issuer or any other of its Restricted Subsidiary, Subsidiaries; (b3) to make loans or advances to the Company an Issuer or any other Restricted Subsidiary or (c) to transfer any of its Property Restricted Subsidiaries; or (4) transfer its property or assets to the Company an Issuer or any other of its Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business;Subsidiaries. (b) Section 4.13(a) shall not restrict any instrument governing Indebtedness encumbrances or restrictions: (1) existing under, by reason of a Person acquired by or with respect to this Indenture, the Company Credit Agreement and any other agreement in effect on the Issue Date as in effect on the Issue Date, and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or any Restricted Subsidiary at the time replacements of such acquisitionagreements; provided, which encumbrance or restriction is not applicable to any other Personhowever, other than that in the Person, or the Property determination of the Person, so acquired, provided that such Indebtedness was not incurred Board of Directors of the Parent made in anticipation of such acquisition; good faith (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 which determination will be conclusive and (bbinding absent manifest error) the terms encumbrances and conditions of restrictions in any Payment Restrictions thereunder such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are not materially more restrictive restrictive, taken as a whole, than the Payment Restrictions those contained in the Revolving Credit Agreement and the Convertible Notes Indentures or such other agreements as in effect on the Issue Date; (d2) existing under, by reason of or with respect to any other Indebtedness of the Revolving Credit Agreement Restricted Subsidiaries permitted under this Indenture; provided, however, that the Board of Directors of Parent have determined in good faith (which determination will be conclusive and binding absent manifest error) that the encumbrances and restrictions contained in the agreement or agreements governing the other Indebtedness are not materially more restrictive, taken as a whole, than those contained in customary comparable financings and will not impair in any material respect the Issuers’ and the Guarantors’ ability to make payments on the Notes when due; (3) existing with respect to any Person or the property or assets of such Person acquired by an Issuer or any of its Restricted Subsidiaries, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements thereof; provided, however, that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are entered into in the ordinary course of business or not materially more restrictive, taken as a whole, than those contained in the instruments or agreements with respect to such Person or its property or assets as in effect on the Issue Date date of such acquisition as determined by such Person in good faith (which determination will be conclusive and binding absent manifest error); (4) existing under, by reason of or with respect to provisions in joint venture, operating or similar agreements; (5) existing under, by reason of or with respect to, this Indenture, the Notes or the Guaranties; (6) existing under, by reason of or with respect to applicable law, rule, regulation or administrative or court order; (7) Permitted Liens that limit the right of the debtor to dispose of the assets subject to such Liens; (8) in the case of Section 4.13(a)(4): (i) 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, (ii) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of an Issuer or any of its Restricted Subsidiary not otherwise prohibited by this Indenture, (iii) existing under, by reason of or with respect to (1) purchase money obligations for property acquired in the ordinary course of business or (2) capital leases or operating leases that impose encumbrances or restrictions on the property so acquired or covered thereby, or (iv) 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 Parent or any of its Restricted Subsidiaries in any manner material to Parent and its Restricted Subsidiaries taken as a whole; (9) any encumbrance or restriction with respect to a Restricted Subsidiary that is a Subsidiary Guarantor which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that amends, modifies, supplements, restates, extends, renews, refinances such Subsidiary is a party to or replaces entered into before the Revolving Credit Agreementdate on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the terms Issuers or any other Restricted Subsidiary other than the assets and conditions property of such Subsidiary; and (10) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock of, or property and assets of, such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the closing of such sale or other disposition. (c) Nothing contained in this Section 4.13 shall prevent Parent or any Restricted Subsidiary from restricting the sale or other disposition of property or assets of Parent or any of its Restricted Subsidiaries that secure Indebtedness of the Issuers or any of their Restricted Subsidiaries. For purposes of determining compliance with this Section 4.13, (1) the priority of any Payment Restrictions thereunder are Preferred Stock in receiving dividends or liquidating distributions prior to distributions being paid on common stock shall not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect be deemed a restriction on the Issue Date; ability to make distributions on Capital Stock and (e2) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect subordination of loans or advances made to a Restricted Subsidiary to other Indebtedness incurred by such Restricted Subsidiary shall not be deemed a restriction on the Issue Dateability to make loans or advances.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company (a) ESH REIT shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary: Subsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by ESH REIT or in respect any of its Capital Stock, or make payments on Restricted Subsidiaries, (2) pay any Indebtedness owed, owed to the Company ESH REIT or any other of its Restricted Subsidiary, Subsidiaries, (b3) to make loans or advances to ESH REIT or any of its Restricted Subsidiaries, or (4) transfer its property or assets to ESH REIT or any of its Restricted Subsidiaries. (b) Section 4.13(a) shall not restrict any encumbrances or restrictions: (1) existing under, by reason of or with respect to, this Indenture, the Company ESH REIT Credit Facilities and any other agreement in effect on the Issue Date, and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements of such agreements; provided, however, that in the determination of ESH REIT made in good faith (which determination will be conclusive and binding absent manifest error) the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are not materially more restrictive, taken as a whole, than those contained in the ESH REIT Credit Facilities or such other agreements, as applicable, as in effect on the Issue Date; (2) existing under, by reason of or with respect to any other Indebtedness of the Restricted Subsidiaries permitted under this Indenture; provided, however, that ESH REIT has determined in good faith (which determination will be conclusive and binding absent manifest error) that the encumbrances and restrictions contained in the agreement or agreements governing the other Indebtedness are not materially more restrictive, taken as a whole, than those contained in customary comparable financings and will not impair in any material respect ESH REIT’s and the Subsidiary Guarantors’ ability to make payments on the Notes when due; (3) existing with respect to any Person or the property or assets of such Person acquired by ESH REIT or any of its Restricted Subsidiaries, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements thereof; provided, however, that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are entered into in the ordinary course of business or not materially more restrictive, taken as a whole, than those contained in the instruments or agreements with respect to such Person or its property or assets as in effect on the date of such acquisition as determined by ESH REIT in good faith (which determination will be conclusive and binding absent manifest error); (4) existing under, by reason of or with respect to provisions in joint venture, partnership, operating or similar agreements; (5) existing under, by reason of or with respect to, this Indenture, the Notes or the Guaranties; (6) existing under, by reason of or with respect to applicable law, rule, regulation or administrative or court order; (7) existing under or by reason of Permitted Liens; (8) in the case of Section 4.13(a)(4): (i) 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, (ii) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of ESH REIT or any of its Restricted Subsidiary not otherwise prohibited by this Indenture, (iii) existing under, by reason of or with respect to (1) purchase money obligations for property acquired in the ordinary course of business or (2) capital leases or operating leases that impose encumbrances or restrictions on the property so acquired or covered thereby, or (iv) 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 ESH REIT or any of its Restricted Subsidiaries in any manner material to ESH REIT and its Restricted Subsidiaries taken as a whole; (9) any encumbrance or restriction with respect to a Restricted Subsidiary which was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of ESH REIT or any other Restricted Subsidiary other than the assets and property of such Subsidiary; (10) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock of, or property and assets of, such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the closing of such sale or other disposition; (c11) with respect to transfer any a Foreign Subsidiary, entered into in the ordinary course of its Property business or pursuant to the Company or any other Restricted terms of Indebtedness of a Foreign Subsidiary (any that was Incurred by such restrictions being collectively referred to herein as a “Payment Restriction”). However, Foreign Subsidiary in compliance with the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:terms of this Indenture; (a12) customary provisions restricting subletting contained in any license, permit or assignment of any lease governing other accreditation with a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and regulatory authority entered into in the ordinary course of business; (b13) restrictions on cash or other deposits (i) imposed by persons under contracts entered into in the ordinary course of business or for whose benefit such cash or deposit exists, (ii) or net worth imposed by customers under contracts entered into in the ordinary course of business or (iii) that arise in connection with Permitted Investments; (14) restrictions or conditions contained in any instrument governing Indebtedness trading, netting, operating, construction, service, supple, purchase sale, or other agreement entered into in the ordinary course of business; provided such agreement restricts the encumbrance of solely the property or assets that are the subject of such agreement, the payment rights thereunder or the proceeds thereof; (15) which prohibit the payment or making of dividends or other distributions other than on a Person acquired by pro rata basis; and (16) in connection with and pursuant to permitted extensions, refinancings, renewals or replacements of restrictions imposed pursuant to clauses (1) through (15) of this Section 4.13(b); provided, that the Company encumbrances and restrictions in any such extensions, refinancings, renewals or replacements are no less favorable in any material respect, taken as a whole, to the holders than those encumbrances or restrictions that are being extended, refinanced, renewed or replaced. (c) Nothing contained in this Section 4.13 shall prevent ESH REIT or any Restricted Subsidiary at from restricting the time sale or other disposition of such acquisitionproperty or assets of ESH REIT or any of its Restricted Subsidiaries that secure Indebtedness of ESH REIT or any of its Restricted Subsidiaries. For purposes of determining compliance with this Section 4.13, which encumbrance (1) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to distributions being paid on common stock shall not be deemed a restriction is not applicable on the ability to any other Personmake distributions on Capital Stock, other than and (2) the Person, subordination of loans or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of advances made to a Restricted Subsidiary that is to other Indebtedness incurred by such Restricted Subsidiary shall not be deemed a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect restriction on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date ability to make loans or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Dateadvances.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Parent shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Parent or in respect any of its Capital Stock, or make payments on Restricted Subsidiaries; (2) pay any Indebtedness owed, owed to the Company Parent or any other Restricted Subsidiary, ; (b3) to make loans or advances to the Company Parent or any other Restricted Subsidiary Subsidiary; or (4) transfer its property or (c) to transfer any of its Property assets to the Company Parent or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business;. (b) Section 4.13(a) shall not restrict any instrument governing Indebtedness encumbrances or restrictions: (1) existing under, by reason of a Person acquired by or with respect to this Indenture, the Company Notes, the Guaranties, the Credit Agreement, the Acquisition Line, the Term Loan and any other agreement in effect on the Issue Date as in effect on the Issue Date, and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or any Restricted Subsidiary at the time replacements of such acquisitionagreements; provided, which encumbrance however, that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder replacements are not materially more restrictive less favorable, taken as a whole, to the Holders of the Notes than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as those in effect on the Issue Date; (d2) existing under, by reason of or with respect to any other Credit Facility of the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amendsIssuers permitted under this Indenture; provided, modifieshowever, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms encumbrances and conditions of any Payment Restrictions thereunder restrictions contained in the agreement or agreements governing the other Credit Facility are not materially more restrictive less favorable, taken as a whole, to the Holders of the Notes than the Payment Restrictions those contained in any of the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes IndentureAgreement, the New Senior Secured Notes, Acquisition Line or the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or Term Loan (fwith respect to other credit agreements) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereofor this Indenture (with respect to other indentures), in each case as in effect on the Issue Date; (3) existing under, by reason of or with respect to applicable law, rule, regulation or administrative or court order; (4) existing with respect to any Person or the property or assets of such Person acquired by the Parent or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements thereof; provided, however, that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are entered into in the ordinary course of business or not materially less favorable, taken as a whole, to the Holders of the Notes than those contained in the instruments or agreements with respect to such Person or its property or assets as in effect on the date of such acquisition; (5) existing under, by reason of or with respect to provisions in joint venture, operating or similar agreements to the extent they are limited in application to the Restricted Subsidiary party to such agreement; (6) in the case of Section 4.13(a)(4): (i) 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, (ii) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Parent or any Restricted Subsidiary not otherwise prohibited by this Indenture, (iii) existing under, by reason of or with respect to (1) purchase money obligations for property acquired in the ordinary course of business or (2) capital leases or operating leases that impose encumbrances or restrictions on the property so acquired or covered thereby, or (iv) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Parent or any Restricted Subsidiary in any manner material to the Parent and its Restricted Subsidiaries taken as a whole; (7) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock of, or property and assets of, such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the closing of such sale or other disposition; (8) existing under, by reason of or with respect to Indebtedness permitted to be incurred pursuant to Section 4.08(d)(14); provided that the encumbrances and restrictions contained in the agreements governing such Indebtedness are not materially less favorable, taken as a whole, to the Holders of the Notes than those contained in the agreements governing the Indebtedness being refinanced; and (9) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (i) 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, (ii) the encumbrance or restriction is not materially less favorable, taken as a whole, to the Holders of the Notes than is customary in comparable financings (as determined by the good faith judgment of the Parent) and (iii) the Parent, in its good faith, determines that such an encumbrance or restriction will not materially affect the Issuers’ ability to make principal or interest payments on the Notes. (c) Nothing contained in this Section 4.13 shall prevent the Parent or any Restricted Subsidiary from restricting the sale or other disposition of property or assets of the Parent or any of its Restricted Subsidiaries that secure Indebtedness of the Issuers or any of their Restricted Subsidiaries. For purposes of determining compliance with this Section 4.13, (1) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of loans or advances made to a Restricted Subsidiary to other Indebtedness incurred by such Restricted 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. (a) The Company shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or suffer permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to : (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital StockStock (or with respect to any other interest or participation in, or make payments on any Indebtedness owedmeasured by, its profits) to the Company Issuer or any other Restricted Subsidiary (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); (2) pay Indebtedness owed to the Issuer or any Restricted Subsidiary, ; (b3) to make loans or advances to the Company Issuer or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Issuer or any Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or (c4) to transfer any of its Property properties or assets to the Company Issuer or any other Restricted Subsidiary Subsidiary. (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions b) Section 4.11(a) will not apply to encumbrances or restrictions restrictions: (1) set forth in agreements in effect at or entered into on the Issue Date or Effective Date; (2) set forth in this Indenture, the Notes and the Note Guarantees; (3) existing under or by reason of:of applicable law, rule, regulation, order, approval, license, permit or similar restriction; (4) (a) customary provisions restricting subletting or assignment of any lease set forth in agreements governing a leasehold interest Indebtedness permitted to be incurred under Section 4.03; provided that, in the judgment of the Company Company, any such encumbrance or any Restricted Subsidiary, restriction will not materially impair the Issuer’s ability to make payments under the Notes when due (as determined in good faith by senior management or customary the Board of Directors of the Issuer) and (b) set forth in agreements governing Permitted Refinancing Indebtedness; provided that the restrictions in licenses relating to the Property covered thereby and entered into set forth in the ordinary course agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole (as reasonably determined in good faith by senior management or the Board of businessDirectors of the Issuer), than those contained in the agreements governing the Indebtedness being refinanced; (b5) with respect to any instrument governing Indebtedness Person or the property or assets of a Person acquired by the Company Issuer or any Restricted Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the PersonPerson and its Subsidiaries, or the Property property or assets of the PersonPerson and its Subsidiaries, so acquired; (6) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, sub-lease, license, sub-license, conveyance or contract or similar property or asset; (7) 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 Issuer or any Restricted Subsidiary not otherwise prohibited by this Indenture; (8) Liens permitted to be incurred under the provisions of Section 4.06; (9) that restrict distributions or transfer 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; (10) on cash or other deposits or net worth, which encumbrances or restrictions are imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; (11) arising pursuant to contractual requirements of a Securitization Special Purpose Entity in connection with a Qualified Securitization Transaction; provided that such Indebtedness was not incurred in anticipation of restrictions apply only to such acquisitionSecuritization Special Purpose Entity; (c12) arising from customary provisions in joint venture agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements; (13) arising from Capital Lease Obligations, any instrument agreement governing Purchase Money Indebtedness, security agreements or mortgages securing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such Capital Lease Obligation, Purchase Money Indebtedness, security agreements or mortgages; (14) any encumbrance or restriction arising in the ordinary course of business, not relating to any Indebtedness, that is not a Subsidiary Guarantordoes not, individually or in the aggregate, materially detract from the value of the property of the Issuer and the Restricted Subsidiaries, taken as whole, or adversely affect the Issuer’s ability to make principal and interest payments on the Notes, in each case, as determined in good faith by the Issuer; and (15) arising under any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of an agreement or arrangement referred to in clause (1), (2), (4), (5) or (13) of this Section 4.11(b); provided that (a) such Indebtedness amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or Disqualified Capital Stock refinancing is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive restrictive, as reasonably determined in good faith by senior management or the Board of Directors of the Issuer, with respect to such encumbrances and other restrictions taken as a whole than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Daterefinancing.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to (aA) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments permitted by applicable law on any Indebtedness owed, to Capital Stock of such Restricted Subsidiary owned by the Company Issuer or any other Restricted Subsidiary, (bii) pay any Indebtedness or other obligations owed to the Issuer or any other Restricted Subsidiary, (iii) make loans or advances to the Company Issuer or any other Restricted Subsidiary or (civ) to transfer any of its Property property or assets to the Company Issuer or any other Restricted Subsidiary Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (i) existing on the Vicap Closing Date and any extensions, refinancings, renewals or replacements of any of the foregoing; provided that the encumbrances and restrictions in any such restrictions being collectively referred extensions, refinancings, renewals or replacements are no less favorable in any material respect to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (ii) arising in connection with the Incurrence of Indebtedness after the Vicap Closing Date; provided that such encumbrances or restrictions are required in order to effect such financing and are not more restrictive on the ability of the applicable Restricted Subsidiary to make the payments, distributions, loans, advances or transfers referred to above than necessary and customarily accepted; (iii) existing under or by reason of: of applicable law; (aiv) customary provisions restricting subletting existing with respect to any Person or assignment the property or assets of any lease governing a leasehold interest of such Person acquired by the Company Issuer or any Restricted SubsidiarySubsidiary and existing at the time of such acquisition, which encumbrances or restrictions (A) are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired and (B) were not put in place in anticipation of such acquisition, and any Refinancings of any of the foregoing; provided that the encumbrances and restrictions in any such Refinancings 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 Refinanced; (v) in the case of clause (iv) of the preceding paragraph, arising or agreed to in the ordinary course of business (A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or customary restrictions in licenses Lien on, any property or assets of the Issuer or any Restricted Subsidiary not otherwise prohibited by the Indenture or (C) not relating to any Indebtedness and, in each of cases (A), (B) or (C), that do not, individually or in the Property covered thereby aggregate, detract from the value of property or assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer and its Restricted Subsidiaries, taken as a whole; (vi) with respect to a Restricted Subsidiary or certain property or assets of 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 such property or assets, as the case may be; (vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; ; or (bviii) any instrument governing Indebtedness customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of a Person acquired by business. Nothing contained in the Company preceding paragraph shall prevent the Issuer or any Restricted Subsidiary at from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted by the time "Limitation on Liens" covenant in Section 3.13 or (2) restricting the sale or other disposition of such acquisition, which encumbrance property or restriction is not applicable to any other Person, other than the Person, or the Property assets of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date Issuer or any agreement of its Restricted Subsidiaries that amends, modifies, supplements, restates, extends, renews, refinances secure Indebtedness of the Issuer or replaces the Revolving Credit Agreement; provided that the terms and conditions any of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Dateits Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, create or suffer permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital StockStock (or with respect to any other interest or participation in, or make payments on any Indebtedness owedmeasured by, its profits) to the Company or any other Restricted Subsidiary (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); (2) pay any liabilities owed to the Company or any Restricted Subsidiary, ; (b3) to make loans or advances to the Company or any other Restricted Subsidiary (it being understood that the subordination of loans or (c) to transfer any of its Property advances made to the Company or any other 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 (4) transfer any such restrictions being collectively referred of its properties or assets to herein as a “Payment Restriction”). However, the preceding restrictions Company or any Restricted Subsidiary. (b) Section 4.11 (a) will not apply to encumbrances or restrictions: (1) existing under, by reason of or with respect to the Credit Facilities as in effect on the Issue Date or Existing Indebtedness or any other agreements in effect on the Issue Date and Table of Contents 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 in good faith, materially more restrictive than those contained in, as the case may be, the Credit Facilities as in effect on the Issue Date or Existing Indebtedness or such other agreements, as the case may be, as in effect on the Issue Date; (2) set forth in this Indenture, the Notes and the Note Guarantees; (3) existing under or by reason of: (a) customary provisions restricting subletting of applicable law, rule, regulation or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of businessorder; (b4) with respect to any instrument governing Indebtedness Person or the property or assets of a Person acquired by the Company or any Restricted Subsidiary existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the Person, or the Property property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such Indebtedness was not incurred amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings, taken as a whole, are not, as determined by the Company in anticipation good faith, materially more restrictive than those in effect on the date of such the acquisition; (c5) that restrict in a customary manner the subletting, assignment or transfer of any instrument governing Indebtedness property or Disqualified asset that is a lease, license, conveyance or contract or similar property or asset; (6) 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; (7) 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 Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary, as determined by the Company in good faith; (8) that restrict distributions or transfer 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) on cash or other deposits or net worth, which encumbrances or restrictions are imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of a business; (10) arising from customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business and which the Board of Directors of the Company determines in good faith will not adversely affect the Issuers’ ability to make payments of principal or interest on the Notes; (11) arising from purchase money obligations Incurred in compliance with Section 4.03(b)(4) that impose restrictions of the nature described in Section 4.11(a)(4) above on the assets acquired; and Table of Contents (12) existing under, by reason of, or with respect to Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit AgreementForeign Subsidiary; provided that the terms and conditions Company’s Board of any Payment Restrictions thereunder Directors determines in good faith at the time such encumbrances or restrictions are created that they do not materially more restrictive than adversely affect the Payment Restrictions contained in the Revolving Credit Agreement as in effect Issuers’ ability to make prepayments of principal or interest on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Issuers shall not, and shall not permit any of their Restricted Subsidiary Subsidiaries to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary: Subsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by an Issuer or in respect any of its Capital Stock, or make payments on Restricted Subsidiaries; (2) pay any Indebtedness owed, owed to the Company an Issuer or any other of its Restricted Subsidiary, Subsidiaries; (b3) to make loans or advances to the Company an Issuer or any other Restricted Subsidiary or (c) to transfer any of its Property Restricted Subsidiaries; or (4) transfer its property or assets to the Company an Issuer or any other of its Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business;Subsidiaries. (b) Section 4.13(a) shall not restrict any instrument governing Indebtedness encumbrances or restrictions: (1) existing under, by reason of a Person acquired by or with respect to this Indenture, the Company Credit Agreement and any other agreement in effect on the Issue Date as in effect on the Issue Date, and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or any Restricted Subsidiary at the time replacements of such acquisitionagreements; provided, which encumbrance or restriction is not applicable to any other Personhowever, other than that in the Person, or the Property determination of the Person, so acquired, provided that such Indebtedness was not incurred Board of Directors of the Parent made in anticipation of such acquisition; good faith (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 which determination will be conclusive and (bbinding absent manifest error) the terms encumbrances and conditions of restrictions in any Payment Restrictions thereunder such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are not materially more restrictive restrictive, taken as a whole, than the Payment Restrictions those contained in the Revolving Credit Agreement and the Convertible Notes Indentures or such other agreements as in effect on the Issue Date; (d2) existing under, by reason of or with respect to any other Indebtedness of the Revolving Credit Agreement Restricted Subsidiaries permitted under this Indenture; provided, however, that the Board of Directors of Parent have determined in good faith (which determination will be conclusive and binding absent manifest error) that the encumbrances and restrictions contained in the agreement or agreements governing the other Indebtedness are not materially more restrictive, taken as a whole, than those contained in customary comparable financings and will not impair in any material respect the Issuers’ and the Guarantors’ ability to make payments on the Notes when due; (3) existing with respect to any Person or the property or assets of such Person acquired by an Issuer or any of its Restricted Subsidiaries, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements thereof; provided, however, that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are entered into in the ordinary course of business or not materially more restrictive, taken as a whole, than those contained in the instruments or agreements with respect to such Person or its property or assets as in effect on the Issue Date date of such acquisition as determined by such Person in good faith (which determination will be conclusive and binding absent manifest error); (4) existing under, by reason of or with respect to provisions in joint venture, operating or similar agreements; (5) existing under, by reason of or with respect to, this Indenture, the Notes or the Guaranties; (6) existing under, by reason of or with respect to applicable law, rule, regulation or administrative or court order; (7) Permitted Liens that limit the right of the debtor to dispose of the assets subject to such Liens; (8) in the case of Section 4.13(a)(4): (i) 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, (ii) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of an Issuer or any of its Restricted Subsidiary not otherwise prohibited by this Indenture, (iii) existing under, by reason of or with respect to (1) purchase money obligations for property acquired in the ordinary course of business or (2) capital leases or operating leases that impose encumbrances or restrictions on the property so acquired or covered thereby, or (iv) 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 Parent or any of its Restricted Subsidiaries in any manner material to Parent and its Restricted Subsidiaries taken as a whole; (9) any encumbrance or restriction with respect to a Restricted Subsidiary that is a Subsidiary Guarantor that was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that amends, modifies, supplements, restates, extends, renews, refinances such Subsidiary is a party to or replaces entered into before the Revolving Credit Agreementdate on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the terms Issuers or any other Restricted Subsidiary other than the assets and conditions property of such Subsidiary; and (10) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock of, or property and assets of, such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the closing of such sale or other disposition. (c) Nothing contained in this Section 4.13 shall prevent Parent or any Restricted Subsidiary from restricting the sale or other disposition of property or assets of Parent or any of its Restricted Subsidiaries that secure Indebtedness of the Issuers or any of their Restricted Subsidiaries. For purposes of determining compliance with this Section 4.13, (1) the priority of any Payment Restrictions thereunder are Preferred Stock in receiving dividends or liquidating distributions prior to distributions being paid on common stock shall not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect be deemed a restriction on the Issue Date; ability to make distributions on Capital Stock and (e2) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect subordination of loans or advances made to a Restricted Subsidiary to other Indebtedness incurred by such Restricted Subsidiary shall not be deemed a restriction on the Issue Dateability to make loans or advances.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall notNeither FelCor LP nor FelCor shall, and neither FelCor LP nor FelCor shall not permit any of their respective Restricted Subsidiary Subsidiaries to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by FelCor LP or FelCor or any of their respective Restricted Subsidiaries, (ii) pay any Indebtedness owedowed to FelCor LP, FelCor or any other Restricted Subsidiary, (iii) make loans or advances to the Company FelCor LP, FelCor or any other Restricted Subsidiary, or (biv) transfer its property or assets to make loans or advances to the Company FelCor LP, FelCor or any other Restricted Subsidiary Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions: (c1) to transfer existing on the Closing Date as set forth in this Indenture and any other agreement in effect on the Closing Date, and any extensions, refinancings, renewals or replacements of its Property such agreements; provided that the encumbrances and restrictions in any such extensions, refinancings, renewals or replace ments are no less favorable in any material respect to the Company or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to Holders than those encumbrances or restrictions that are then in effect and that are being extended, refinanced, renewed or replaced; (2) existing under or by reason of:of applicable law; (a3) customary provisions restricting subletting existing with respect to any Person or assignment the property or assets of any lease governing a leasehold interest of the Company such Person acquired by FelCor LP, FelCor or any Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired; (4) in the case of clause (iv) of the first paragraph of this Section 4.05, (A) that restrict in a customary restrictions in licenses relating manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) existing by virtue of any transfer of, agreement to the Property covered thereby and entered into transfer, option or right with respect to, or Lien on, any property or assets of FelCor LP, FelCor or any Restricted Subsidiary not otherwise prohibited by this Indenture, or (C) arising or agreed to in the ordinary course of business; (b) , not relating to any instrument governing Indebtedness Indebtedness, and that do not, individually or in the aggregate, detract from the value of a Person acquired by the Company property or assets of FelCor LP, FelCor or any Restricted Subsidiary at in any manner material to FelCor LP, FelCor and their respective Restricted Subsidiaries taken as a whole; (5) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the time sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such acquisition, Restricted Subsidiary; or (6) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (A) the encumbrance or restriction is not applicable materially more disadvantageous to any other Person, other than the Person, or the Property Holders of the PersonNotes than is customary in comparable financings (as determined by FelCor LP and FelCor), so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition;and (cB) each of FelCor LP and FelCor determines that any instrument governing Indebtedness such encumbrance or Disqualified Capital Stock of a restriction will not materially affect such Persons’ ability to make principal or interest payments on the Notes. Nothing contained in this Section 4.05 shall prevent FelCor LP, FelCor or any Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date;from: (d1) the Revolving Credit Agreement as creating, incurring, assuming or suffering to exist any Liens otherwise permitted in effect on the Issue Date or any agreement that amendsSection 4.09, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f2) restricting the Convertible Notes Indenturessale or other disposition of property or assets of FelCor LP or FelCor or any of their respective Restricted Subsidiaries that secure Indebtedness of FelCor LP, the New Convertible Notes and FelCor or any subsidiary guarantees thereof, in each case as in effect on the Issue Dateof their respective Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall (a) QCP will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary of QCP to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments permitted by applicable law on any Indebtedness owed, to the Company Capital Stock of such Restricted Subsidiary owned by QCP or any other Restricted Subsidiary, Subsidiary of QCP; (b2) pay any Indebtedness owed to QCP or any other Restricted Subsidiary of QCP; (3) make loans or advances to the Company QCP or any other Restricted Subsidiary of QCP; or (4) transfer its property or (c) assets to transfer any of its Property to the Company QCP or any other Restricted Subsidiary of QCP. (b) Section 4.13(a) shall not restrict any encumbrances or restrictions: (1) existing under, by reason of or with respect to, this Indenture, the Notes, the Notes Guarantees, the Credit Agreement, the Unsecured Credit Facility, any Existing Indebtedness, any other agreement in effect on the Spin-Off Completion Date as in effect on the Spin-Off Completion Date, and any Transaction Agreement as in effect on its date, and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements of such agreements; provided, however, that the encumbrances and restrictions in any such restrictions being collectively referred to herein amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are not materially more restrictive, taken as a “Payment Restriction”whole, with respect to such dividend or other payment restrictions than those contained in those agreements on the Spin-Off Completion Date or such other date, as applicable; (2) existing under, by reason of or with respect to any Credit Facility or other Indebtedness permitted under this Indenture (and not included in clause (1) above). However; provided, however, that the preceding encumbrances and restrictions will contained in the agreement or agreements governing such Credit Facility or other Indebtedness (x) are not materially more restrictive, taken as a whole, than those contained in the Credit Agreement (with respect to other credit agreements or Indebtedness other than under an indenture) or this Indenture (with respect to other indentures), in each case, as in effect on the Spin-Off Completion Date or Issue Date, respectively, or (y) apply only during the occurrence of an event of default with respect to such Credit Facility or other Indebtedness; (3) existing under, by reason of or with respect to (i) applicable law, rule, regulation, decree or administrative or court order or (ii) Permitted Liens; (4) existing with respect to any Person (including Indebtedness or Capital Stock of such Person) or the property or assets of such Person acquired by QCP or any Restricted Subsidiary of QCP (or any such Person that otherwise becomes a Restricted Subsidiary of QCP including by designation or by merger or consolidation or sale of all or substantially all of its assets into or to QCP or another Restricted Subsidiary of QCP), existing at the time of such acquisition (or such Person so becoming a Restricted Subsidiary of QCP) and not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired (or such Restricted Subsidiary) and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements thereof; provided, however, that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are entered into in the ordinary course of business or not materially more restrictive, taken as a whole, than those contained in the instruments or agreements with respect to such Person or its property or assets as in effect on the date of such acquisition (or such Person so becoming a Restricted Subsidiary of QCP); (5) existing under or under, by reason ofof or with respect to provisions in joint venture, partnership, operating or similar agreements entered into in connection with a Permitted Business; (6) in the case of the last bullet in the first paragraph of this covenant: (aA) that restrict in a customary provisions restricting subletting manner the subletting, assignment or assignment transfer of any lease governing property or asset that is subject to, or that is, a leasehold interest lease, license, conveyance or contract or similar property or asset, (B) other encumbrances or restrictions contained in or with respect to the Master Lease and the properties subject thereto, (C) existing by virtue of the Company any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of QCP or any Restricted SubsidiarySubsidiary of QCP not otherwise prohibited by this Indenture, (D) existing under, by reason of or with respect to (i) purchase money obligations for property acquired in the ordinary course of business or (ii) capital leases or operating leases, including purchase money Indebtedness, Capitalized Lease Obligations and other Indebtedness permitted to be Incurred under paragraph (4)(Q) of Permitted Indebtedness, that impose encumbrances or restrictions on the property so acquired or covered thereby, or customary (iii) a contract with respect to an Asset Sale, Sale and Leaseback Transaction, stock sale agreement or other transfer, conveyance or disposition permitted under this Indenture, which encumbrances or restrictions are applicable only to the property, assets or Capital Stock that are the subject of such contracts, or (E) arising or agreed to in licenses the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the Property covered thereby aggregate, detract from the value of property or assets of QCP or any Restricted Subsidiary of QCP in any manner material to QCP and its Restricted Subsidiaries taken as a whole; (7) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock of, or property and assets of, such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the closing of such sale or other disposition; (8) existing under, by reason of or with respect to Indebtedness permitted to be Incurred pursuant to Section 4.08(4)(N) or other Permitted Refinancing Indebtedness permitted to be Incurred pursuant to Section 4.08; provided, that the encumbrances and restrictions contained in the agreements governing such Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) 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 good faith judgment of QCP), and (C) QCP, in its good faith, determines that such an encumbrance or restriction will not materially affect the Issuers’ ability to make principal or interest payments on the Notes; (10) any encumbrance or restriction pursuant to Hedging Obligations or under Permitted Non-Recourse Guarantees; (11) restrictions on deposits made to secure letters of credit or surety or other bonds issued in connection therewith or deposits made in the ordinary course of business with respect to insurance premiums, worker’s compensation, statutory obligations, utility deposits, rental obligations, unemployment insurance, performance of tenders, surety and appeal bonds and other similar obligations (or to secure letters of credit or surety or other bonds relating thereto); (12) restrictions on the ability of any Restricted Subsidiary to make Investments in or transfer assets to any Person that is not a Subsidiary of such Restricted Subsidiary or that is not a direct or indirect parent of QCP of such Restricted Subsidiary; (13) any encumbrances or restrictions of the type referred imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, restructurings, replacements or other refinancings of those agreements, instruments or obligations referred to in clauses (1) through (12) above and clauses (14) through (18) below, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, restructurings, replacements or other refinancings are no more restrictive, taken as a whole, with respect to such encumbrances or restrictions than those contained in those agreements prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, restructuring, replacement or other refinancing; (14) [Reserved]; (15) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock of, or property and assets of, such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the closing of such sale or other disposition; (16) contained in any license, permit or other accreditation with a regulatory authority entered into in the ordinary course of business; (b17) restrictions on cash or other deposits (i) imposed by persons under contracts entered into in the ordinary course of business or for whose benefit such cash or deposit exists, (ii) or net worth imposed by customers under contracts entered into in the ordinary course of business or (iii) that arise in connection with Permitted Investments; and (18) restrictions or conditions contained in any instrument governing Indebtedness trading, netting, operating, construction, service, supply, purchase sale, or other agreement entered into in the ordinary course of a Person acquired by business; provided such agreement restricts the Company encumbrance of solely the property or assets that are the subject of such agreement, the payment rights thereunder or the proceeds thereof. (c) Nothing contained in this Section 4.13 shall prevent QCP or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that QCP from (a) such restricting the sale or other disposition of property or assets of QCP or any of its Restricted Subsidiaries that secure Indebtedness of the Issuers or Disqualified Capital Stock is any of their Restricted Subsidiaries permitted under Section 4.09 and by this Indenture or (b) the terms and conditions creating, Incurring, assuming or suffering to exist any Liens otherwise permitted by this Indenture. For purposes of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Date.determining compliance with this Section

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 Subsidiary Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or consensual restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary of the Company to: (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, Stock to the Company or any other of its Restricted Subsidiary, Subsidiaries; (bii) to make loans or advances or to pay any Indebtedness or other obligation owed to the Company or any Restricted Subsidiary of the Company; or (iii) transfer any of its property or assets to the Company or any other Restricted Subsidiary or of the Company. (cb) to transfer any of its Property to the Company or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of: (ai) applicable law, rule, regulation or order; (ii) this Indenture, the Notes, the Exchange Notes and any Note Guarantees; (iii) customary provisions restricting subletting or assignment of any contract, lease or license restricting assignments, subservicing, subcontracting or other transfers; (iv) 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; (v) the Existing Facilities as each exists on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any restrictions imposed pursuant to any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary and customary with respect to facilities similar to the Existing Facilities (under the relevant circumstances) and will not materially affect the Company’s ability to make anticipated principal and interest payments on the Notes (as determined in good faith by the Company); (vi) agreements existing on the Issue Date, including the Existing Credit Facility, to the extent and in the manner such agreements are in effect on the Issue Date; (vii) restrictions on the transfer of assets (other than cash) held in a leasehold interest Restricted Subsidiary of the Company imposed under any agreement governing Indebtedness incurred in accordance with this Indenture; (viii) provisions in agreements evidencing Permitted Funding Indebtedness that impose restrictions on the collateral securing such Indebtedness, provide for financial covenants, limitations on affiliate transactions, the transfer of all or substantially all assets, other fundamental changes or other customary limitations which, in each case as determined in good faith by the Company, are customary or will not materially affect the ability of the Company to pay the principal, interest and premium and Additional Interest, if any, on the Notes; (ix) restrictions on the transfer of assets subject to any Restricted SubsidiaryLien permitted under this Indenture imposed by the holder of such Lien; (x) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (xi) any agreement or instrument governing Capital Stock of any Person that is acquired; (xii) the requirements of any Securitization, Warehouse Facility or MSR Facility that are exclusively applicable to any Securitization Entity, Warehouse Facility Trust, MSR Facility Trust or special purpose Subsidiary of the Company formed in connection therewith; (xiii) customary restrictions provisions in licenses joint venture and other similar agreements relating solely to the Property covered thereby assets or the Equity Interests of such joint venture; (xiv) customary provisions in leases, licenses and other agreements entered into in the ordinary course of business; (bxv) restrictions on cash or other deposits or net worth imposed by customers or other counterparties of the Company and its Restricted Subsidiaries under contracts entered into in the ordinary course of business; (xvi) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (iii) of Section 4.08(a); (xvii) restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property not otherwise prohibited under this Indenture; (xviii) other Indebtedness, Disqualified Capital Stock or Preferred Stock permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof; provided that the restrictions will not materially affect the ability of the Company to pay the principal, interest and premium, if any, and Additional Interest, if any, on the Notes, as determined in good faith by the Company; and (xix) any instrument governing Indebtedness of a Person acquired encumbrances or restrictions imposed by the Company any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property refinancings of the Personcontracts, so acquired, instruments or obligations referred to in clauses (ii) through (iv) and (vi) through (xviii) of this Section 4.08(b); provided that such Indebtedness was not incurred amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in anticipation the good faith judgment of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock the Company’s Board of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are Directors whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions, taken as a whole, than the Payment Restrictions those contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date dividend or any agreement that amendsother payment restrictions prior to such amendment, modifiesmodification, supplementsrestatement, restatesrenewal, extendsincrease, renewssupplement, refinances refunding, replacement or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Daterefinancing.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not cause or permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer otherwise cause or permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (a) to pay dividends, in cash or otherwise, 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, ); (b) make loans or make payments on advances or to pay any Indebtedness owed, or other obligation owed to the Company or any other Restricted Subsidiary, ; or (bc) to make loans transfer any of its property or advances assets to the Company or any other Restricted Subsidiary or (c) to transfer any of its Property to the Company or any other Restricted Subsidiary (any Subsidiary; except for such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a1) applicable law; (2) this Indenture; (3) the Credit Agreement and/or the documentation for the Credit Agreement; (4) the Senior Notes and Senior Subordinated Notes and/or the documentation for the Senior Notes and Senior Subordinated Notes and/or documentation for the Senior Subordinated Notes, in the case of the Senior Subordinated Notes pending retirement of the Senior Subordinated Notes within 45 days after the Issue Date using the net proceeds of this offering, together with cash on hand and available liquidity; (5) customary non-assignment provisions restricting subletting of any contract or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and entered into in the ordinary course of business; (b6) any instrument governing Indebtedness of a Person acquired by the Company or any Restricted Subsidiary at the time of such acquisitionAcquired Indebtedness, which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the Person, Person or the Property properties or assets of the Person, Person so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c7) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (8) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 other agreement entered into after the Issue Date which contains encumbrances and (b) the terms and conditions of any Payment Restrictions thereunder restrictions which are not materially more restrictive with respect to any Restricted Subsidiary than the Payment Restrictions contained those in the Revolving Credit Agreement and the Convertible Notes Indentures effect with respect to such Restricted Subsidiary pursuant to agreements as in effect on the Issue Date; (d9) the Revolving Credit Agreement as in effect any instrument governing Indebtedness of a Foreign Restricted Subsidiary; (10) customary restrictions on the Issue Date transfer of any property or assets arising under a security agreement governing a Lien permitted under this Indenture; (11) 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 that amendsgoverning Refinancing Indebtedness incurred to Refinance the Indebtedness issued, modifiesassumed or incurred pursuant to an agreement referred to in clause (2), supplements(4), restates(6), extends(7) or (9) above; provided, renewshowever, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of provisions relating to such encumbrance or restriction contained in any Payment Restrictions thereunder such Refinancing Indebtedness are not materially more restrictive than the Payment Restrictions provisions relating to such encumbrance or restriction contained in the Revolving Credit Agreement as agreements referred to in effect on the Issue Datesuch clause (2), (4), (6), (7) or (9); (e13) any agreement governing the Senior Secured Notes Indenturesale or disposition of any Restricted Subsidiary which restricts dividends and distributions pending such sale or disposition; (14) any agreement, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereofinstrument or Lien placing encumbrances or restrictions applicable only to a Finance Subsidiary or an Accounts Receivable Entity; or (f15) any agreement governing Indebtedness permitted to be incurred pursuant to Section 4.03; provided that the Convertible Notes Indenturesprovisions relating to such encumbrance or restriction contained in such Indebtedness, taken as a whole, are not materially more restrictive than the New Convertible Notes and any subsidiary guarantees thereof, provisions contained in each case the Credit Agreement or in this Indenture as in effect on the Issue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not(a) Neither Financeco nor Solectron shall, and Solectron shall not permit any of its other Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer permit to exist or allow to become effective any consensual encumbrance or restriction of any kind (other than those incurred during a Covenant Suspension Period) on the ability of any Restricted Subsidiary: Subsidiary to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on its Capital Stock to Solectron or in respect any of its Capital StockRestricted Subsidiaries, or make payments on with respect to any Indebtedness owedother interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company Solectron or any other of its Restricted Subsidiary, Subsidiaries; (b2) to make loans or advances to the Company Solectron or any other of its Restricted Subsidiary or Subsidiaries; or (c3) to transfer any of its Property properties or assets to the Company Solectron or any other of its Restricted Subsidiary Subsidiaries. (any such b) The restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will of Section 4.10(a) shall not apply to encumbrances or restrictions existing under or by reason of: (a1) any such encumbrance or restriction existing on the date of this Indenture or under any agreements and instruments governing Existing Indebtedness, Existing Synthetic Lease Financings, the Credit Agreements and other agreements 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 and Credit Agreements are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions directly or indirectly affecting payments from Restricted Subsidiaries to Solectron or to other Restricted Subsidiaries of Solectron than those contained in those agreements on the date of this Indenture; (2) this Indenture and the Notes and related Guarantees; (3) applicable law; (4) any agreement or instrument of a Person acquired by Solectron or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such agreement or instrument was entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to Solectron or any of its Restricted Subsidiaries or the properties or assets of Solectron or any of its Restricted Subsidiaries, other than, in each case, the Person, or the property or assets of the Person, so acquired, provided that, in the case of any agreement or instrument with respect to Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (5) customary non-assignment provisions in leases, licenses and other agreements or instruments restricting subletting assignment or assignment restricting transfers of any lease governing a leasehold interest non-cash assets entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property acquired in the ordinary course of business and provisions contained in operating leases that impose restrictions on the property acquired or leased of the Company nature described in Section 4.10(a)(3); (7) any agreement for the sale or other disposition of a Restricted Subsidiary that contains any of the encumbrances or restrictions described in Section 4.10(a) as they relate to that Restricted SubsidiarySubsidiary pending its sale or other disposition; (8) any agreement or instrument governing Permitted Refinancing Indebtedness, or customary provided that the restrictions contained in licenses relating the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing obligations otherwise permitted to be incurred under the provisions of Section 4.8 that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions with respect to the Property covered thereby disposition or distribution of assets or property in joint venture agreements, partnership agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business, in each case to the extent that the counterparty to such agreement is not an Affiliate of Solectron; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (b12) restrictions contained in Qualified Foreign Indebtedness; (13) with respect to a Restricted Subsidiary, any instrument governing Indebtedness of a Person acquired by agreement or investment entered into after the Company or any Restricted Subsidiary at Issue Date if (i) the time of such acquisition, which encumbrance or restriction applies only if there is a default, (ii) the encumbrance is not applicable materially more disadvantageous to Holders than in comparable financings (as determined by Solectron), and (iii) Solectron determines that the encumbrance or restriction will not materially affect the ability to pay interest on the Notes at their Stated Maturity or principal and accrued and unpaid interest on the Notes at their final Stated Maturity; (14) under any customary provisions under any agreements, instruments or contracts relating to any other PersonReceivables Program; and (15) reasonable and customary borrowing base, other than net worth and similar covenants set forth in agreements evidencing Indebtedness otherwise permitted by the Person, or the Property of the Person, so acquiredIndenture, provided that such Indebtedness was covenants do not incurred explicitly limit Solectron’s or its Restricted Subsidiaries’ ability to make dividends to or investments in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date Solectron or any agreement that amendsof its Restricted Subsidiaries, modifies, supplements, restates, extends, renews, refinances guarantee the obligations of Solectron or replaces the Revolving Credit Agreement; provided that the terms and conditions any of its Restricted Subsidiaries or loan money to Solectron or any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Dateof its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or suffer permit to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary to: (a) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments on any Indebtedness owed, Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiary, Subsidiaries; (b) to make loans or advances to the Company or any other of its Restricted Subsidiary or Subsidiaries; or (c) to transfer any of its Property properties or assets to the Company or any other of its Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”). HoweverSubsidiaries; provided, however, that the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (a1) customary provisions restricting subletting the ABL Facility as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or assignment refinancings of such agreement; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not, in the good faith judgment of the Company’s Board of Directors, materially less favorable, taken as a whole, to the Holders than those contained in that agreement on the Issue Date; (2) this Indenture, the Notes, the Note Guarantees and the Collateral Documents; (3) applicable law, rule, regulation, order, approval, license, permit or similar restriction; (4) (i) any lease instrument governing Indebtedness or Capital Stock of a leasehold interest of Person acquired by the Company or any of its Restricted SubsidiarySubsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or customary the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; and (ii) any amendment, modification, renewal, replacement or refinancing thereof; provided, however, that the encumbrances or restrictions in licenses relating any such amendment, modification, renewal, replacement or refinancing are not, in the good faith judgment of the Company’s Board of Directors, materially less favorable, taken as a whole, to the Property covered thereby Holders than such encumbrances or restrictions prior to such amendment, modification, renewal, replacement or refinancing; (5) customary non-assignment or sub-letting provisions in contracts, leases and licenses entered into in the ordinary course of business; (b6) any instrument governing Indebtedness agreement for the sale or other disposition of a Person acquired by the Company all or any Restricted Subsidiary at the time of such acquisition, which encumbrance or restriction is not applicable to any other Person, other than the Person, or the Property substantially all of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified Capital Stock or assets of a Restricted Subsidiary that is not a restricts distributions, loans or transfers by that Restricted Subsidiary Guarantor; provided that (a) such Indebtedness pending the sale or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Dateother disposition; (d7) the Revolving Credit Agreement as in effect on the Issue Date or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit AgreementPermitted Refinancing Indebtedness; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions restrictions contained in the Revolving Credit Agreement agreements governing such Permitted Refinancing Indebtedness are not, in the good faith judgment of the Company’s Board of Directors, materially less favorable, taken as a whole, to the Holders than those contained in effect on the Issue Dateagreements governing the Indebtedness being refinanced, extended, renewed, refunded, refinanced, replaced, defeased or discharged; (e) 8) Liens permitted to be incurred under the Senior Secured Notes Indenture, provisions of Section 4.20 that limit the New Senior Secured Notes, right of the Additional New Senior Secured Notes and debtor to dispose of the subsidiary guarantees thereof; orassets subject to such Liens; (f9) Provisions limiting the Convertible Notes Indenturesdisposition or distribution of assets or property in joint venture agreements, asset sale agreements, limited liability company organizational documents, sale-leaseback agreements, stock sale agreements, stockholder agreements and other similar agreements entered into with the New Convertible Notes and any subsidiary guarantees thereofapproval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (10) restrictions on cash or other deposits or net worth imposed by suppliers, landlords or customers or required by insurance, surety or bonding companies, in each case as under contracts entered into in effect on the ordinary course of business; and (11) other Indebtedness or Disqualified Stock, preferred stock or Incentive Stock of Restricted Subsidiaries permitted to be incurred subsequent to the Issue DateDate pursuant to the provisions of Section 4.12; provided that the encumbrances or restrictions imposed thereby are ordinary and customary with respect to the type of Indebtedness incurred.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company Issuers shall not, and shall not permit any of their Restricted Subsidiary Subsidiaries to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary: Subsidiary to: (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by an Issuer or in respect any of its Capital Stock, or make payments on Restricted Subsidiaries; (ii) pay any Indebtedness owed, owed to the Company an Issuer or any other of its Restricted Subsidiary, Subsidiaries; (biii) to make loans or advances to an Issuer or any of its Restricted Subsidiaries; or (iv) transfer its property or assets to an Issuer or any of its Restricted Subsidiaries. (b) Section 4.13(a) shall not restrict any encumbrances or restrictions: (i) existing under, by reason of or with respect to this Indenture, the Company Credit Agreement and any other agreement in effect on the Issue Date as in effect on the Issue Date, and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements of such agreements; provided, however, that in the determination of the Board of Directors of Parent made in good faith (which determination will be conclusive and binding absent manifest error) the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are not materially more restrictive, taken as a whole, than those contained in the Credit Agreement or such other agreements as in effect on the Issue Date; (ii) existing under, by reason of or with respect to any other Indebtedness of the Restricted Subsidiaries permitted under this Indenture; provided, however, that the Board of Directors of Parent has determined in good faith (which determination will be conclusive and binding absent manifest error) that the encumbrances and restrictions contained in the agreement or agreements governing the other Indebtedness are not materially more restrictive, taken as a whole, than those contained in customary comparable financings and will not impair in any material respect the Issuers’ and the Guarantors’ ability to make payments on the Notes when due; (iii) existing with respect to any Person or the property or assets of such Person acquired by an Issuer or any of its Restricted Subsidiaries, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements thereof; provided, however, that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are entered into in the ordinary course of business or not materially more restrictive, taken as a whole, than those contained in the instruments or agreements with respect to such Person or its property or assets as in effect on the date of such acquisition as determined by such Person in good faith (which determination will be conclusive and binding absent manifest error); (iv) existing under, by reason of or with respect to provisions in joint venture, operating or similar agreements; (v) existing under, by reason of or with respect to, this Indenture, the Notes or each Guaranty; (vi) existing under, by reason of or with respect to applicable law, rule, regulation or administrative or court order; (vii) Permitted Liens that limit the right of the debtor to dispose of the assets subject to such Liens; (viii) in the case of Section 4.13(a)(iv): (1) 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, (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 an Issuer or any of its Restricted Subsidiary not otherwise prohibited by this Indenture, (3) existing under, by reason of or with respect to (1) purchase money obligations for property acquired in the ordinary course of business or (2) capital leases or operating leases that impose encumbrances or restrictions on the property so acquired or covered thereby, or (4) 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 Parent or any of its Restricted Subsidiaries in any manner material to Parent and its Restricted Subsidiaries taken as a whole; (ix) with respect to a Restricted Subsidiary that is a Subsidiary Guarantor that was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Issuers or any other Restricted Subsidiary or other than the assets and property of such Subsidiary; (cx) with respect to transfer any of its Property to the Company or any other a Restricted Subsidiary (any and imposed pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock of, or property and assets of, such restrictions being collectively referred to herein as a “Payment Restriction”). However, Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the preceding restrictions will not apply to encumbrances closing of such sale or restrictions existing under or by reason of:other disposition; (axi) customary provisions restricting subletting contained in any license, permit or assignment of any lease governing other accreditation with a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and regulatory authority entered into in the ordinary course of business; (bxii) on cash or other deposits (1) imposed by persons under contracts entered into in the ordinary course of business or for whose benefit such cash or deposit exists, (2) or in connection with net worth requirements imposed by customers under contracts entered into in the ordinary course of business or (3) that arise in connection with Permitted Investments; (xiii) contained in any trading, netting, operating, construction, service, supply, purchase sale, or other agreement entered into in the ordinary course of business; provided such agreement restricts the encumbrance of solely the property or assets that are the subject of such agreement, the payment rights thereunder or the proceeds thereof; and (xiv) any instrument governing Indebtedness encumbrance or restriction of the type referred to in Section 4.13(a)(i) through (iv) imposed by any extensions, refinancings, renewals or replacements of the contracts, instruments or obligations referred to in clauses (i) through (xiv) of this Section 4.13(b); provided, that the encumbrances and restrictions in any such extensions, refinancings renewals or replacements are no less favorable in any material respect, taken as a Person acquired by whole, to the Company holders than those encumbrances or restrictions that are being extended, refinanced, renewed or replaced. (c) Nothing contained in this Section 4.13 shall prevent Parent or any Restricted Subsidiary at from restricting the time sale or other disposition of such acquisition, which encumbrance property or restriction is not applicable to assets of Parent or any other Person, other than the Person, or the Property of its Restricted Subsidiaries that secure Indebtedness of the PersonIssuers or any of their Restricted Subsidiaries. For purposes of determining compliance with this Section 4.13, so acquired, provided that such Indebtedness was (1) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to distributions being paid on common stock shall not incurred in anticipation of such acquisition; (c) any instrument governing Indebtedness or Disqualified be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of loans or advances made to a Restricted Subsidiary that is to other Indebtedness Incurred by such Restricted Subsidiary shall not be deemed a Subsidiary Guarantor; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect restriction on the Issue Date; (d) the Revolving Credit Agreement as in effect on the Issue Date ability to make loans or any agreement that amends, modifies, supplements, restates, extends, renews, refinances or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue Dateadvances.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall Issuers will not, and shall will not permit any of their Restricted Subsidiary Subsidiaries to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary of the Issuers to: (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments permitted by applicable law on any Indebtedness owed, to Capital Stock of such Restricted Subsidiary owned by the Company Issuers or any other Restricted Subsidiary, Subsidiary of the Issuers; (bii) pay any Indebtedness owed to the Issuers or any other Restricted Subsidiary of the Issuers; (iii) make loans or advances to the Company Issuers or any other Restricted Subsidiary of the Issuers; or (iv) transfer its property or (c) to transfer any of its Property assets to the Company Issuers or any other Restricted Subsidiary of the Issuers. (b) Section 9.13(a) shall not restrict any encumbrances or restrictions: (i) existing under, by reason of or with respect to, this Indenture, the Notes, the Notes Guarantees, the Credit Agreement, any Existing Indebtedness, any other agreement in effect on the Closing Date as in effect on the Closing Date, and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements of such agreements; provided, however, that the encumbrances and restrictions in any such restrictions being collectively referred to herein amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are not materially more restrictive, taken as a “Payment Restriction”whole, with respect to such dividend or other payment restrictions than those contained in those agreements on the Closing Date or such other date, as applicable; (ii) existing under, by reason of or with respect to any Credit Facility or other Indebtedness permitted under this Indenture (and not included in clause (i) above). However; provided, however, that the preceding encumbrances and restrictions contained in the agreement or agreements governing such Credit Facility or other Indebtedness (x) (A) are not materially more restrictive, taken as a whole, than those contained in the Credit Agreement (with respect to other credit agreements or Indebtedness other than under an indenture and other than Permitted Mortgage Indebtedness or other mortgage Indebtedness) or this Indenture (with respect to other indentures), in each case, as in effect on the Closing Date, or (B) with respect to Permitted Mortgage Indebtedness or other mortgage Indebtedness, (i) are not materially more disadvantageous to the Holders than is customary in comparable financings and (ii) will not materially affect the Issuers’ ability to make principal or interest payments on the Notes (in each case as determined by Parent in good faith at the time any such Indebtedness is Incurred (and at the time of any modification of the terms of any such encumbrance or restriction)) or (y) apply only during the occurrence of an event of default with respect to such Credit Facility or other Indebtedness; (iii) existing under, by reason of or with respect to applicable law, rule, regulation, decree or administrative or court order or contained in any license, permit or other accreditation with a regulatory authority entered into the ordinary course of business; (iv) existing with respect to any Person (including Indebtedness or Capital Stock of such Person) or the property or assets of such Person acquired by Parent or any Restricted Subsidiary of Parent (or any such Person that otherwise becomes a Restricted Subsidiary of Parent including by designation or by merger or consolidation or sale of all or substantially all of its assets into or to Parent or another Restricted Subsidiary of Parent), existing at the time of such acquisition (or such Person so becoming a Restricted Subsidiary of Parent) and not incurred in contemplation thereof, which encumbrances or restrictions are not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person so acquired (or such Restricted Subsidiary) and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements thereof; provided, however, that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are entered into in the ordinary course of business or not materially more restrictive, taken as a whole, than those contained in the instruments or agreements with respect to such Person or its property or assets as in effect on the date of such acquisition (or such Person so becoming a Restricted Subsidiary of Parent); (v) existing under or under, by reason of: (a) of or with respect to provisions in joint venture, operating or similar agreements entered into in connection with a Permitted Business and customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, or customary restrictions in licenses relating to the Property covered thereby and leases entered into in the ordinary course of business; (bvi) in the case of Section 9.13(a)(iv): (1) that restrict in a customary manner the subletting, assignment or transfer of any instrument governing Indebtedness property or asset that is subject to, or that is, a lease, license, conveyance or contract or similar property or asset, (2) other encumbrances or restrictions contained in or with respect to the Master Leases and the properties subject thereto, (3) existing by virtue of a Person acquired by the Company any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of Parent or any Restricted Subsidiary at of Parent not otherwise prohibited by this Indenture, (4) existing under, by reason of or with respect to (i) purchase money obligations for property acquired in the time ordinary course of business or (ii) capital leases or operating leases, including purchase money Indebtedness, Capitalized Lease Obligations and other Indebtedness permitted to be Incurred under Section 9.8(d)(xvii), that impose encumbrances or restrictions on the property so acquired or covered thereby, or (iii) a contract with respect to an Asset Sale, Sale and Leaseback Transaction, stock sale agreement or other transfer, conveyance or disposition permitted under this Indenture, which encumbrances or restrictions are applicable only to the property, assets or Capital Stock that are the subject of such acquisitioncontracts, or (5) 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 Parent or any Restricted Subsidiary of Parent in any manner material to Parent and its Restricted Subsidiaries taken as a whole; (vii) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock of, or property and assets of, such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the closing of such sale or other disposition; (viii) existing under, by reason of or with respect to Indebtedness permitted to be Incurred pursuant Section 9.8(d)(xiv), or other Permitted Refinancing Indebtedness permitted to be Incurred under, Section 9.8; provided, that the encumbrances and restrictions contained in the agreements governing such Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (ix) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (1) 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, (2) the encumbrance or restriction is not applicable materially more disadvantageous to any other Personthe Holders than is customary in comparable financings (as determined by the good faith judgment of Parent), other than the Personand (3) Parent, or the Property of the Personin its good faith, so acquired, provided determines that such Indebtedness was an encumbrance or restriction will not incurred in anticipation of such acquisitionmaterially affect the Issuers’ ability to make principal or interest payments on the Notes; (cx) any instrument governing Indebtedness encumbrance or Disqualified Capital Stock restriction pursuant to Hedging Obligations or under Permitted Non-Recourse Guarantees; (xi) restrictions on deposits made to secure letters of a credit or surety or other bonds issued in connection therewith or deposits made in the ordinary course of business with respect to insurance premiums, worker’s compensation, statutory obligations, utility deposits, rental obligations, unemployment insurance, performance of tenders, surety and appeal bonds and other similar obligations (or to secure letters of credit or surety or other bonds relating thereto); (xii) restrictions on the ability of any Restricted Subsidiary to make Investments in or transfer assets to any Person that is not a Subsidiary Guarantorof such Restricted Subsidiary or that is not a direct or indirect parent of such Restricted Subsidiary; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date;and (dxiii) any encumbrances or restrictions of the Revolving Credit Agreement as in effect on the Issue Date or type referred imposed by any agreement that amendsamendments, modifiesmodifications, restatements, renewals, increases, supplements, restatesrefundings, extendsrestructurings, renewsreplacements or other refinancings of those agreements, refinances instruments or replaces the Revolving Credit Agreement; obligations referred to in clauses (i) through (xii) above, provided that the terms and conditions amendments, modifications, restatements, renewals, increases, supplements, refundings, restructurings, replacements or other refinancings are no more restrictive, taken as a whole, with respect to such encumbrances or restrictions than those contained in those agreements prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, restructuring, replacement or other refinancing (c) Nothing contained in this Section 9.13 shall prevent Parent or any Restricted Subsidiary of Parent from (i) restricting the sale or other disposition of property or assets of Parent or any of its Restricted Subsidiaries that secure Indebtedness of the Issuers or any of their Restricted Subsidiaries or (ii) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted by this Indenture. For purposes of determining compliance with this Section 9.13, (1) the priority of any Payment Restrictions thereunder are Preferred Stock in receiving dividends or liquidating distributions prior to distributions being paid on Common Stock shall not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect be deemed a restriction on the Issue Date; ability to make distributions on Capital Stock, and (e2) the Senior Secured Notes Indenturesubordination of loans or advances made to a Restricted Subsidiary to other Indebtedness Incurred by such Restricted Subsidiary, the New Senior Secured Notesor other subordination provisions in any Indebtedness, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect shall not be deemed a restriction on the Issue Dateability to make loans or advances.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create cause or suffer to exist or allow to become effective or enter into any consensual encumbrance or restriction of (other than pursuant to this Indenture or any kind law, rule, regulation or order) on the ability of any Restricted Subsidiary: Subsidiary to (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, Interests owned by the Company or make payments on any Indebtedness owed, Restricted Subsidiary or pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary, (bii) to make loans or advances to the Company or any other Restricted Subsidiary thereof or (ciii) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”)Subsidiary. However, the preceding restrictions will not apply to the following encumbrances or restrictions (including those existing under or by reason of:): (a) any encumbrance or restriction in existence on the Issue Date, including those required by the Credit Agreement or by any other agreements or documents entered into in connection with the Credit Agreement and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings, of any of the agreements or documents providing for such existing encumbrances and restrictions, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, in the good faith judgment of the Company, are no more restrictive in any material respect, taken as a whole, with respect to such encumbrances and restrictions than those contained in these agreements and documents on the Issue Date. (b) 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); (c) 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 Person other than such Person or the property or assets of such Person; (d) any 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 (a) through (c), 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 the Debt being renewed, refunded, replaced, refinanced or extended in the good faith judgment of the Company; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest lease, sublease, contract, or license of the Company or any Restricted SubsidiarySubsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder; (f) any encumbrance or restriction by reason of applicable law, rule, regulation, order, approval, license, permit or customary similar restriction; (g) any encumbrance or restriction under this Indenture, the Notes and the Note Guarantees; (h) 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; (i) restrictions in licenses relating to the Property covered thereby on cash and other deposits or net worth imposed by direct or indirect customers or suppliers under contracts entered into in the ordinary course of business; (bj) encumbrances or restrictions that are customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale leaseback agreements and other similar agreements; (k) encumbrances and restrictions under any instrument governing Indebtedness Debt or Capital Interests of a Person acquired by the Company or any of the Restricted Subsidiary 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 other Person, or the properties or assets of any Person, other than the Person, or the Property property or assets of the Person, so acquired, provided that that, in the case of Debt, such Indebtedness Debt was not incurred in anticipation permitted by the terms of such acquisitionthis Indenture to be Incurred; (cl) encumbrances and restrictions arising in respect of purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business to the extent such restrictions and encumbrances apply to the property so acquired (and proceeds thereof) and are of the nature described in clause (iii) of the first paragraph of this Section 4.8; (m) Liens securing Debt or other obligations otherwise permitted to be Incurred under this Indenture, including pursuant to Section 4.12, that limit the right of the debtor to dispose of the assets subject to such Liens; (n) encumbrances or restrictions relating to any instrument governing Non-Recourse Receivable Subsidiary Indebtedness or Disqualified Capital Stock other contractual requirements of a Receivable Subsidiary that is a Restricted Subsidiary that is not in connection with a Subsidiary GuarantorQualified Receivables Transaction; provided that such restrictions apply only to such Receivable Subsidiary or the accounts receivable and other financial assets described in the definition of Qualified Receivables Transaction which are subject to such Qualified Receivables Transaction; (ao) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 any other agreement governing Debt entered into after the Issue Date that contains encumbrances and (b) the terms and conditions of any Payment Restrictions thereunder restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date; (dp) the Revolving Credit Agreement as in effect restrictions on the Issue Date sale, lease or transfer of property or assets arising or agreed to 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 the Company or any agreement that amends, modifies, supplements, restates, extends, renews, refinances Restricted Subsidiary in any manner material to the Company and the Restricted Subsidiaries taken as a whole; and (q) encumbrances or replaces the Revolving Credit Agreement; provided that the terms and conditions of restrictions arising under deferred compensation arrangements or any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions “rabbi trust” formed in connection with any such arrangement. Nothing contained in this Section 4.8 shall prevent the Revolving Credit Agreement as Company or any Restricted Subsidiary from (i) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.12 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Debt of the Company or any of its Restricted Subsidiaries Incurred in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes accordance with Section 4.9 and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue DateSection 4.12 hereof.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create cause or suffer to exist or allow to become effective or enter into any consensual encumbrance or restriction of (other than pursuant to this Indenture or any kind law, rule, regulation or order) on the ability of any Restricted Subsidiary: Subsidiary to (ai) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, Interests owned by the Company or make payments on any Indebtedness owed, Restricted Subsidiary or pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary, (bii) to make loans or advances to the Company or any other Restricted Subsidiary thereof or (ciii) to transfer any of its Property property or assets to the Company or any other Restricted Subsidiary (any such restrictions being collectively referred to herein as a “Payment Restriction”)Subsidiary. However, the preceding restrictions will not apply to the following encumbrances or restrictions existing under or by reason of: (a) any encumbrance or restriction in existence on the Issue Date, including those required by the Credit Agreement and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, in the good faith judgment of the Company, are no more restrictive, taken as a whole, with respect to such dividend or other payment restrictions, than those contained in these agreements on the Issue Date or refinancings thereof; (b) any encumbrance or restriction pursuant to an agreement relating to an acquisition of property, so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof); (c) 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, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary; (d) any 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 (a) through (c), so long as the encumbrances and restrictions contained in any such refinancing agreement are no less favorable in any material respect to the Holders than the encumbrances and restrictions contained in the agreements governing the Debt being renewed, refunded, replaced, refinanced or extended in the good faith judgment of the Company; (e) customary provisions restricting subletting or assignment of any lease governing a leasehold interest lease, contract, or license of the Company or any Restricted SubsidiarySubsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder; (f) any encumbrance or restriction by reason of applicable law, rule, regulation or customary order; (g) any encumbrance or restriction under this Indenture, the Notes and the Note Guarantees; (h) any encumbrance or restriction under the sale of assets or Capital Interest, 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; (i) restrictions in licenses relating to the Property covered thereby on cash and other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (bj) customary provisions with respect to the disposition or distribution of assets or property in Joint Venture agreements, asset sale agreements, stock sale agreements, sale leaseback agreements and other similar agreements; (k) any instrument governing Indebtedness Debt or Capital Interests of a Person acquired by the Company or any of the Restricted Subsidiary Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Capital Interests were incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any other Person, or the properties or assets of any Person, other than the Person, or the Property property or assets of the Person, so acquired, provided that that, in the case of Debt, such Indebtedness Debt was not incurred in anticipation permitted by the terms of such acquisitionthis Indenture to be incurred; (cl) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions on that property so acquired of the nature described in clause (iii) of the first paragraph of this Section 4.8; (m) Liens securing Debt otherwise permitted to be incurred under this Indenture, including pursuant to Section 4.10, that limit the right of the debtor to dispose of the assets subject to such Liens; (n) any instrument governing Non-Recourse Receivable Subsidiary Indebtedness or Disqualified Capital Stock other contractual requirements of a Receivable Subsidiary that is a Restricted Subsidiary that is not in connection with a Subsidiary GuarantorQualified Receivables Transaction; provided that such restrictions apply only to such Receivable Subsidiary or the receivables and related assets described in the definition of Qualified Receivables Transaction which are subject to such Qualified Receivables Transaction; and (ao) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 any other agreement governing Debt entered into after the Issue Date that contains encumbrances and (b) the terms and conditions of any Payment Restrictions thereunder restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date; (d) . Nothing contained in this Section 4.8 shall prevent the Revolving Credit Agreement as in effect on the Issue Date Company or any agreement Restricted Subsidiary from (i) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under Section 4.10 or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that amends, modifies, supplements, restates, extends, renews, refinances secure Debt of the Company or replaces the Revolving Credit Agreement; provided that the terms any of its Restricted Subsidiaries Incurred in accordance with Section 4.9 and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect on the Issue DateSection 4.10.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall Parent will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary of the Parent or the Parent to: (ai) to (x) pay dividends, in cash or otherwise, dividends or make any other distributions on to the Parent or in respect any of its Restricted Subsidiaries (1) on its Capital StockStock or (2) with respect to any other interest or participation in, or make payments on measured by, its profits, or (y) pay any Indebtedness owed, owed to the Company Parent or any other of its Restricted Subsidiary, Subsidiaries; (bii) to make loans or advances to the Company Parent or any other of its Restricted Subsidiary or Subsidiaries; or (ciii) to transfer any of its Property properties or assets to the Company Parent or any other of its Restricted Subsidiary Subsidiaries. (any such restrictions being collectively referred to herein as a “Payment Restriction”). However, the preceding restrictions will b) The foregoing provisions shall not apply to prohibit encumbrances or restrictions existing under or by reason of: (ai) customary provisions restricting subletting Existing Indebtedness as in effect on the Issue Date, and any amendments, supplements, extensions, refinancings, renewals or assignment replacements of any lease governing a leasehold interest of such Existing Indebtedness; provided that the Company or any Restricted Subsidiary, or customary encumbrances and restrictions in licenses relating to the Property covered thereby any such amendments, supplements, extensions, refinancings, renewals or replacements are no more restrictive than those encumbrances or restrictions that are then in effect and entered into in the ordinary course of businessthat are being amended, supplemented, extended, refinanced, renewed or replaced; (bii) the Senior Credit Facility as in effect as of the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof and any other Credit Facilities, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings and such other Credit Facilities are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Senior Credit Facility as in effect on the Issue Date; (iii) the Indenture and the Notes; (iv) applicable law; (v) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company Parent or any of its Restricted Subsidiary 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 other Person, or the properties or assets of any Person, other than the Person, or the Property property or assets of the Person, so acquired, provided that that, in the case of Indebtedness, such Indebtedness was not incurred in anticipation permitted by the terms of such acquisitionthis Indenture to be Incurred; (cvi) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past or then-current practices; (vii) purchase money obligations for property acquired in the ordinary course of business that impose encumbrances or restrictions of the nature described in clause (v) above on the property so acquired; (viii) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (ix) any instrument governing Indebtedness or Disqualified Capital Stock of restriction with respect to a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that of the Parent (aor any of its property or assets) such Indebtedness imposed pursuant to an agreement entered into for the direct or Disqualified indirect sale or disposition of all or substantially all the Capital Stock is permitted under Section 4.09 and or assets of such Restricted Subsidiary (bor the property of assets that are subject to such restriction) pending the terms and conditions closing of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Datesuch sale or disposition; (dx) mortgages, pledges or other security agreements permitted under the Revolving Credit Agreement as in effect on Indenture securing Indebtedness of the Issue Date Parent or any agreement that amendsof its Restricted Subsidiaries to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, modifies, supplements, restates, extends, renews, refinances pledges or replaces the Revolving Credit Agreement; provided that the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect on the Issue Date; (e) the Senior Secured Notes Indenture, the New Senior Secured Notes, the Additional New Senior Secured Notes and the subsidiary guarantees thereofother security agreements; or (fxi) customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Convertible Notes Indentures, the New Convertible Notes and Parent or any subsidiary guarantees thereof, in each case as in effect on the Issue Dateof its Restricted Subsidiaries.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall Issuers will not, and shall will not permit any of their Restricted Subsidiary Subsidiaries to, directly create or indirectly, create otherwise cause or suffer to exist or allow to become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary: Subsidiary of the Issuers to: (a1) to pay dividends, in cash or otherwise, dividends or make any other distributions on or in respect of its Capital Stock, or make payments permitted by applicable law on any Indebtedness owed, to Capital Stock of such Restricted Subsidiary owned by the Company Issuers or any other Restricted Subsidiary, Subsidiary of the Issuers; (b2) pay any Indebtedness owed to the Issuers or any other Restricted Subsidiary of the Issuers; (3) make loans or advances to the Company Issuers or any other Restricted Subsidiary of the Issuers; or (4) transfer its property or (c) to transfer any of its Property assets to the Company Issuers or any other Restricted Subsidiary of the Issuers. (b) Section 4.13(a) shall not restrict any encumbrances or restrictions: (1) existing under, by reason of or with respect to, this Indenture, the Notes, the Note Guarantees, the Credit Agreement, any Existing Indebtedness, any other agreement in effect on the Issue Date as in effect on the Issue Date, and any Transaction Agreement as in effect on its date, and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements of such agreements; provided, however, that the encumbrances and restrictions in any such restrictions being collectively referred to herein amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are not materially more restrictive, taken as a “Payment Restriction”whole, with respect to such dividend or other payment restrictions than those contained in those agreements on the Issue Date or such other date, as applicable; (2) existing under, by reason of or with respect to any Credit Facility or other Indebtedness permitted under this Indenture (and not included in clause (1) above). However; provided, however, that the preceding encumbrances and restrictions contained in the agreement or agreements governing such Credit Facility or other Indebtedness (x) (A) are not materially more restrictive, taken as a whole, than those contained in the Credit Agreement (with respect to other credit agreements or Indebtedness other than under an indenture and other than Permitted Mortgage Indebtedness or other mortgage Indebtedness) or this Indenture (with respect to other indentures), in each case, as in effect on the Issue Date, or (B) with respect to Permitted Mortgage Indebtedness or other mortgage Indebtedness, (i) are not materially more disadvantageous to the Holders than is customary in comparable financings and (ii) will not materially affect the Issuers’ ability to make principal or interest payments on the Notes (in each case as determined by Parent in good faith at the time any such Indebtedness is Incurred (and at the time of any modification of the terms of any such encumbrance or restriction)) or (y) apply only during the occurrence of an event of default with respect to such Credit Facility or other Indebtedness; (3) existing under, by reason of or with respect to applicable law, rule, regulation, decree or administrative or court order; (4) existing with respect to any Person (including Indebtedness or Capital Stock of such Person) or the property or assets of such Person acquired by Parent or any Restricted Subsidiary of Parent (or any such Person that otherwise becomes a Restricted Subsidiary of Parent including by designation or by merger or consolidation or sale of all or substantially all of its assets into or to Parent or another Restricted Subsidiary of Parent), existing at the time of such acquisition (or such Person so becoming a Restricted Subsidiary of Parent) and not incurred in contemplation thereof, which encumbrances or restrictions existing under are not applicable to any Person or by reason of: (a) customary provisions restricting subletting the property or assignment assets of any lease governing a leasehold interest Person other than such Person or the property or assets of the Company such Person so acquired (or any such Restricted Subsidiary) and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or customary replacements thereof; provided, however, that the encumbrances and restrictions in licenses relating to the Property covered thereby and any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are entered into in the ordinary course of businessbusiness or not materially more restrictive, taken as a whole, than those contained in the instruments or agreements with respect to such Person or its property or assets as in effect on the date of such acquisition (or such Person so becoming a Restricted Subsidiary of Parent); (b5) existing under, by reason of or with respect to provisions in joint venture, operating or similar agreements entered into in connection with a Permitted Business; (6) in the case of Section 4.13(a)(4): (i) that restrict in a customary manner the subletting, assignment or transfer of any instrument governing Indebtedness property or asset that is subject to, or that is, a lease, license, conveyance or contract or similar property or asset, (ii) other encumbrances or restrictions contained in or with respect to the Master Leases and the properties subject thereto, (iii) existing by virtue of a Person acquired by the Company any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of Parent or any Restricted Subsidiary at of Parent not otherwise prohibited by this Indenture, (iv) existing under, by reason of or with respect to (i) purchase money obligations for property acquired in the time ordinary course of business or (ii) capital leases or operating leases, including purchase money Indebtedness, Capitalized Lease Obligations and other Indebtedness pursuant to be Incurred under Section 4.08(d)(17), that impose encumbrances or restrictions on the property so acquired or covered thereby, or (iii) a contract with respect to an Asset Sale, Sale and Leaseback Transaction, stock sale agreement or other transfer, conveyance or disposition permitted under this Indenture, which encumbrances or restrictions are applicable only to the property, assets or Capital Stock that are the subject of such acquisitioncontracts, or (v) 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 Parent or any Restricted Subsidiary of Parent in any manner material to Parent and its Restricted Subsidiaries taken as a whole; (7) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock of, or property and assets of, such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the closing of such sale or other disposition; (8) existing under, by reason of or with respect to Indebtedness permitted to be Incurred pursuant Section 4.08(d)(14), or other Permitted Refinancing Indebtedness permitted to be Incurred under, Section 4.08; provided, that the encumbrances and restrictions contained in the agreements governing such Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was issued if: (i) 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, (ii) the encumbrance or restriction is not applicable materially more disadvantageous to any other Personthe Holders than is customary in comparable financings (as determined by the good faith judgment of Parent), other than the Personand (iii) Parent, or the Property of the Personin its good faith, so acquired, provided determines that such Indebtedness was an encumbrance or restriction will not incurred in anticipation of such acquisitionmaterially affect the Issuers’ ability to make principal or interest payments on the Notes; (c10) any instrument governing Indebtedness encumbrance or Disqualified Capital Stock restriction pursuant to Hedging Obligations or under Permitted Non-Recourse Guarantees; (11) restrictions on deposits made to secure letters of a credit or surety or other bonds issued in connection therewith or deposits made in the ordinary course of business with respect to insurance premiums, worker’s compensation, statutory obligations, utility deposits, rental obligations, unemployment insurance, performance of tenders, surety and appeal bonds and other similar obligations (or to secure letters of credit or surety or other bonds relating thereto); (12) restrictions on the ability of any Restricted Subsidiary to make Investments in or transfer assets to any Person that is not a Subsidiary Guarantorof such Restricted Subsidiary or that is not a direct or indirect parent of such Restricted Subsidiary; provided that (a) such Indebtedness or Disqualified Capital Stock is permitted under Section 4.09 and (b) the terms and conditions of any Payment Restrictions thereunder are not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as in effect on the Issue Date;and (d13) any encumbrances or restrictions of the Revolving Credit Agreement as in effect on the Issue Date or type referred imposed by any agreement that amendsamendments, modifiesmodifications, restatements, renewals, increases, supplements, restatesrefundings, extendsrestructurings, renewsreplacements or other refinancings of those agreements, refinances instruments or replaces the Revolving Credit Agreement; obligations referred to in clauses (1) through (12) above, provided that the terms and conditions amendments, modifications, restatements, renewals, increases, supplements, refundings, restructurings, replacements or other refinancings are no more restrictive, taken as a whole, with respect to such encumbrances or restrictions than those contained in those agreements prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, restructuring, replacement or other refinancing. (c) Nothing contained in this Section 4.13 shall prevent Parent or any Restricted Subsidiary of Parent from (i) restricting the sale or other disposition of property or assets of Parent or any of its Restricted Subsidiaries that secure Indebtedness of the Issuers or any of their Restricted Subsidiaries or (ii) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted by this Indenture. For purposes of determining compliance with this Section 4.13, (1) the priority of any Payment Restrictions thereunder are Preferred Stock in receiving dividends or liquidating distributions prior to distributions being paid on Common Stock shall not materially more restrictive than the Payment Restrictions contained in the Revolving Credit Agreement as in effect be deemed a restriction on the Issue Date; ability to make distributions on Capital Stock, and (e2) the Senior Secured Notes Indenturesubordination of loans or advances made to a Restricted Subsidiary to other Indebtedness Incurred by such Restricted Subsidiary, the New Senior Secured Notesor other subordination provisions in any Indebtedness, the Additional New Senior Secured Notes and the subsidiary guarantees thereof; or (f) the Convertible Notes Indentures, the New Convertible Notes and any subsidiary guarantees thereof, in each case as in effect shall not be deemed a restriction on the Issue Dateability to make loans or advances.