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. (a) The Issuers shall not, and shall not permit any Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by an Issuer or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer or any other Restricted Subsidiary; (3) make loans or advances to an Issuer or any other Restricted Subsidiary; or (4) transfer its property or assets to an Issuer or any other Restricted Subsidiary. (b) Section 5.13(a) shall not restrict any encumbrances or restrictions: (1) existing under, by reason of or with respect to this Indenture, the 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 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 Issue Date; (2) existing under, by reason of or with respect to any other Indebtedness of the 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 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 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 other than the assets and 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 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 Issuers shall not, and shall not permit any Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by an Issuer or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer or any other Restricted Subsidiary; (3) make loans or advances to an Issuer or any other Restricted Subsidiary; or (4) transfer its property or assets to an Issuer or any other Restricted Subsidiary. (b) Section 5.13(a) shall not restrict any encumbrances or restrictions: (1) existing under, by reason of or with respect to this Indenture, the 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 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 Issue Date; (2) existing under, by reason of or with respect to any other Indebtedness of the 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 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 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 other than the assets and 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; or (8) 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 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 Issuers shall not, and shall not permit any Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by an Issuer or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer or any other Restricted Subsidiary; (3) make loans or advances to an Issuer or any other Restricted Subsidiary; or (4) transfer its property or assets to an Issuer or any other Restricted Subsidiary. (b) Section 5.13(a) shall not restrict any encumbrances or restrictions: (1) existing under, by reason of or with respect to this Indenture, the 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 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 Issue Date; (2) existing under, by reason of or with respect to any other Indebtedness of the 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 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 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 other than the assets and property of such Subsidiary; andor (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 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 Issuers Company shall not, and shall not permit any Restricted Subsidiaries 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 such Restricted Subsidiary to: Subsidiary: (1a) to pay dividends dividends, in cash or otherwise, or make any other distributions permitted by applicable law on or in respect of its Capital Stock, or make payments on any Capital Stock of such Restricted Subsidiary owned by an Issuer or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed owed, to an Issuer the Company or any other Restricted Subsidiary; , (3b) to make loans or advances to an Issuer the Company or any other Restricted Subsidiary; or Subsidiary or (4c) to transfer any of its property or assets Property to an Issuer 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) Section 5.13(a) shall 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 restrict applicable to any encumbrances other Person, other than the Person, or restrictions:the Property of the Person, so acquired, provided that such Indebtedness was not incurred in anticipation of such acquisition; (1c) existing under, by reason any instrument governing Indebtedness or Disqualified Capital Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor; provided that (a) such Indebtedness or with respect to this Indenture, Disqualified Capital Stock is permitted under Section 4.09 and (b) the Credit Agreement terms and conditions of 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 the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements Payment Restrictions thereunder are not materially more restrictive, taken restrictive than the Payment Restrictions contained in the Revolving Credit Agreement and the Convertible Notes Indentures as a whole, than those in effect on the Issue Date; (2d) existing under, by reason of or with respect to any other Indebtedness of the 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 Revolving Credit Agreement as in effect on the date 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 such acquisitionany 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; (4e) existing underthe Senior Secured Notes Indenture, by reason of or with respect to provisions in joint venturethe New Senior Secured Notes, operating or similar agreements; (5) in the case of Section 5.13(a)(4): (i) that restrict in a customary manner Additional New Senior Secured Notes and 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, subsidiary guarantees thereof; or (ivf) arising or agreed to in the ordinary course of businessConvertible Notes Indentures, 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 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 New Convertible Notes and any such encumbrance or restriction does not extend to any assets or property of the Issuers or any other Restricted Subsidiary other than the assets and 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 ofsubsidiary guarantees thereof, 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 Preferred Stock each case as in receiving dividends or liquidating distributions prior to distributions being paid on common stock shall not be deemed a restriction effect 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 advancesIssue Date.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers shall not, and shall not permit any Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by an Issuer or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer or any other Restricted Subsidiary; (3) make loans or advances to an Issuer or any other Restricted Subsidiary; or (4) transfer its property or assets to an Issuer or any other Restricted Subsidiary. (b) Section 5.13(a) shall not restrict any encumbrances or restrictions: (1) existing under, by reason of or with respect to this Indenture, the 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 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 Issue Date; (2) existing under, by reason of or with respect to any other Indebtedness of the 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 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 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 other than the assets and 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; or (8) 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 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 Issuers shall not, and shall not permit any Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by an Issuer or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer or any other Restricted Subsidiary; (3) make loans or advances to an Issuer or any other Restricted Subsidiary; or (4) transfer its property or assets to an Issuer or any other Restricted Subsidiary. (b) Section 5.13(a4.13(a) shall not restrict any encumbrances or restrictions: (1) existing under, by reason of or with respect to this Indenture, the 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 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 Issue Date; (2) existing under, by reason of or with respect to any other Indebtedness of the 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 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)(44.13(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 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 other than the assets and 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 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 5.134.13, (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 Issuers Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to: (1i) pay dividends or make any other distributions permitted by applicable law on any its Capital Stock to the Company or any of such its Restricted Subsidiary owned by an Issuer Subsidiaries, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer or any other Restricted Subsidiary; (3ii) make loans or advances to an Issuer the Company or any other of its Restricted SubsidiarySubsidiaries; or (4iii) sell, lease or transfer any of its property properties or assets to an Issuer the Company or any other of its Restricted SubsidiarySubsidiaries. (b) The restrictions set forth in clause (a) of Section 5.13(a) 4.09 shall not restrict any apply to encumbrances or restrictions: (1) restrictions existing under, by reason of or with respect to this Indentureto: (i) the Senior Credit Agreement, the Credit Agreement and any Existing Indebtedness, Capital Stock or any other agreement 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, restatementsrenewals, extensions, supplements, increases, supplements, refundings, refinancing, renewals replacements or replacements of such agreementsrefinancings thereof; provided, however, that the encumbrances and restrictions in any such amendments, restatements, modifications, restatementsrenewals, extensions, supplements, increases, supplements, refundings, refinancingreplacements or refinancings are, renewals or replacements are not materially 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 Issue Datedate of the acquisition; provided, further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (2v) existing undercustomary non-assignment provisions in contracts, by reason leases and licenses (including, without limitation, licenses of or with respect to any other Indebtedness of the 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; (3intellectual property) 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 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 instruments or agreements with respect 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 Person 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 property Capital Stock (other than requirements to pay dividends or assets 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 date of such acquisitionIssue Date; (4xi) existing under, by reason customary provisions restricting subletting or assignment of or with respect to provisions in joint venture, operating or similar agreementsany lease governing a leasehold interest; (5xii) in the case of Section 5.13(a)(4):Hedging Obligations permitted from time to time under this Indenture; (ixiii) that restrict in a customary manner the subletting, assignment restrictions on cash or transfer of any property other deposits or asset that is a lease, license, conveyance or contract or similar property or asset, (ii) existing net worth imposed 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 customers under contracts entered into in the ordinary course of business or business; (2xiv) capital leases or operating leases that impose with respect only to encumbrances or restrictions on of the type referred to in clause (iii) of Section 4.09(a): (A) customary nonassignment provisions (including provisions forbidding subletting) in leases governing 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 the lease, the property so acquired leased thereunder or covered thereby, orthe other interests therein; (ivB) arising provisions limiting the disposition or agreed to 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, not relating or (ii) with the approval of the Company’s Board of Directors, which limitations are applicable only to any Indebtednessthe assets, and that do not, individually or in the aggregate, detract from the value of property or assets Capital Stock that are the subject of an Issuer or any Restricted Subsidiary in any manner material to an Issuer and its Restricted Subsidiaries taken as a wholesuch agreements; (6C) any Capital Lease Obligations, security agreements, mortgages, purchase money agreements or similar instruments to the extent such encumbrance or restriction restricts the transfer of the property (including Capital Stock) subject to such Capital Lease Obligations, security agreements, mortgages, purchase money agreements or similar instruments; and (D) provisions restricting dispositions of real property interests in reciprocal easement agreements; (xv) encumbrances or restrictions 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 such Subsidiary is a party to or entered into before the date on which such Subsidiary it 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 other than the assets and 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 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 Issuers Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary of the Issuer to: (1) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by an Issuer or any in respect of its Restricted SubsidiariesCapital Stock; (2) make loans or advances or to pay any Indebtedness or other obligation owed to an the Issuer or any other Restricted Subsidiary;Subsidiary of the Issuer; or (3) make loans transfer any of its property or advances assets to an the Issuer or any other Restricted Subsidiary; orSubsidiary of the Issuer, in each case except for such encumbrances or restrictions existing under or by reason of: (4a) transfer its property or assets to an Issuer or any other Restricted Subsidiary.applicable law; (b) Section 5.13(a) shall not restrict any encumbrances or restrictions: (1) existing underthe Notes and the related Guarantees, by reason of or with respect to this Indenture, the Credit Agreement Exchange Notes and the related guarantees, and the Escrow Agreement; (c) customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Issuer; (d) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other agreement than the Person or the properties or assets of the Person so acquired; (e) contractual encumbrances or restrictions (i) in effect on the Issue Date as or (ii) in effect on the Issue DateDistribution Date on substantially the terms described in the Offering Circular, including those arising under the Credit Facilities and any amendmentsrelated documentation; (f) the Credit Agreement or an agreement governing other Pari Passu Indebtedness permitted to be incurred under this Indenture; provided that, modificationswith respect to any agreement governing such other Pari Passu Indebtedness, restatements, extensions, increases, supplements, refundings, refinancing, renewals the provisions relating to such encumbrance or replacements of such agreements; provided, however, that restriction are no less favorable to the encumbrances and restrictions Issuer in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are not materially more restrictive, taken material respect as a whole, determined by the Board of Directors of the Issuer in its reasonable and good faith judgment than those the provisions contained in the Credit Agreement as in effect on the Issue Date; (2g) existing under, by reason restrictions on the transfer of or with respect assets subject to any other Indebtedness Lien permitted under this Indenture imposed by the holder of such Lien; (h) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the Issuers or their 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 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 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 Issuers have determined in good faith that the encumbrances and restrictions provisions relating to such encumbrance or restriction contained in any such agreements are no less favorable to 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 Issuer in any material respect as determined by the Issuers’ Board of Directors of the Issuer in their reasonable and good faith judgment than 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 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 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 other than the assets and 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, agreements referred to in such clauses (1b) 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 (2d) 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 advancesthrough (l) above.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers shall Except as provided in paragraph (b), the Issuer will not, and shall will not permit any Restricted Subsidiaries Subsidiary to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions permitted by applicable law on any Capital Stock Equity Interests of such the Restricted Subsidiary owned by an the Issuer or any of its other Restricted SubsidiariesSubsidiary; (2) pay any Indebtedness Debt or other obligation owed to an the Issuer or any other Restricted Subsidiary; (3) make loans or advances to an the Issuer or any other Restricted Subsidiary; or (4) transfer any of its property or assets to an the Issuer or any other Restricted Subsidiary. (b) Section 5.13(aThe provisions of paragraph (a) shall do not restrict apply to any encumbrances or restrictions: (1) existing under, by reason of or with respect to this Indenture, the Credit Agreement and any other agreement in effect on the Issue Date as in this Indenture or in any other agreements in effect on the Issue Date, and any amendments, modifications, restatementsamendment, extensions, increasesrenewals, supplements, refundings, refinancing, renewals replacements or replacements refinancings of such agreementsany of the foregoing; provided, however, provided that the encumbrances and restrictions in any such amendmentsthe extension, modificationsrenewal, restatements, extensions, increases, supplements, refundings, refinancing, renewals replacement or replacements are not materially more restrictiverefinancing are, taken as a whole, no less favorable in any material respect to the Noteholders than those in effect on the Issue Dateencumbrances or restrictions being extended, renewed, replaced or refinanced; (2) existing under, under or by reason of or with respect to any other Indebtedness of the 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 dueapplicable law; (3) existing existing: (A) with respect to any Person Person, or to the property or assets of such any Person, at the time the Person is acquired by an the Issuer or any Restricted Subsidiary, existing ; or (B) with respect to any Unrestricted Subsidiary at the time of such acquisition and not Incurred in contemplation thereofit is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions (i) are not applicable to any other Person or the property or assets of any other Person other than such Person or the property or assets and (ii) were not put in place in anticipation of such Person so acquired event and any amendments, modifications, restatements, extensions, increasesrenewals, supplementsreplacements or refinancings of any of the foregoing, refundings, refinancing, renewals or replacements thereof; provided, however, that provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any such amendmentsmaterial respect to the Noteholders than the encumbrances or restrictions being extended, modificationsrenewed, restatements, extensions, increases, supplements, refundings, refinancing, renewals replaced or replacements are entered into refinanced; (4) of the type described in clause (a)(4) of this Section 4.09 arising or agreed to (i) in the ordinary course of business 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; (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 subject to a lease, license, conveyance lease or contract license or similar property or asset, (ii) existing by virtue of any transfer ofLien on, or agreement to transfer, option or similar right with respect to, or Lien on, to any property or assets of an of, the 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 wholeSubsidiary; (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 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 other than the assets and property of such Subsidiary; and (75) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary that restricts distributions is permitted by that Restricted Subsidiary pending the closing of such sale or other disposition.Section 4.12; (c6) Nothing contained in this Section 5.13 shall prevent an pursuant to the requirements of any Securitization, Warehousing Facility or Funding Indebtedness with respect to any Securitization Entity, special purpose Subsidiary of the Issuer or any Restricted Subsidiary from restricting formed in connection therewith, in each case that are exclusively applicable to any Securitization, Warehousing Facility, Funding Indebtedness or Financeable Assets of the sale or other disposition of property or assets of an Issuer or any of its Restricted Subsidiaries Subsidiary formed in connection therewith or that secure Indebtedness are, in the good faith judgment of the Issuers or any of their Restricted Subsidiaries. For purposes of determining compliance with this Section 5.13Issuer, (1) not reasonably expected to materially affect 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 Issuer’s ability to make distributions on Capital Stock and (2) the subordination of loans principal or advances made to a Restricted Subsidiary to other Indebtedness incurred by such Restricted Subsidiary shall not be deemed a restriction interest payments on the notes; (7) contained in an instrument governing or relating to Debt that is customary, based on general market conditions, and that are, in the good faith judgment of the Issuer’s senior management, not reasonably expected to materially affect the Issuer’s ability to make loans principal or advancesinterest payments on the notes; (8) required pursuant to this Indenture; or (9) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity, its assets or the equity interests therein) entered in the ordinary course of business.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (ai) The Issuers shall Except as provided below, the Parent Guarantor will not, and shall will not permit any Restricted Subsidiaries Subsidiary to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by an Issuer the Parent Guarantor or any of its other Restricted SubsidiariesSubsidiary; (2) pay any Indebtedness owed to an Issuer the Parent Guarantor or any other Restricted Subsidiary; (3) make loans or advances to an Issuer the Parent Guarantor or any other Restricted Subsidiary; or (4) sell, lease or transfer any of its property or assets to an Issuer the Parent Guarantor or any other Restricted Subsidiary. (bii) The provisions of clause (i) of this Section 5.13(a4.1(c) shall do not restrict apply to any encumbrances or restrictions: (1) existing under, by reason of or with respect to this Indenture, the Credit Agreement and any other agreement in effect on the Issue Date agreements as in effect on the Issue Date, in the Notes, the Note Guarantees, or this Indenture, and any amendments, modifications, restatements, extensions, increasesrefinancings, supplements, refundings, refinancingamendments, renewals or replacements of such any of the foregoing agreements; provided, however, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundingsextension, refinancing, renewals renewal or replacements are not materially more restrictivereplacement, 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 on the Issue Dateand that are being extended, refinanced, supplemented, amended, renewed or replaced; (2) existing under, under or by reason of applicable law, rule, regulation, license, concession, approval, decree or with respect order applicable to any other Indebtedness of the Issuers or their relevant 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 dueSubsidiary; (3) resulting from restrictions on cash or other deposits or other customary requirements imposed by customers or suppliers under contracts entered into in the ordinary course of business; (4) existing with respect to any Person or the property or assets of such Person Person, or relating to or existing under any Indebtedness or other obligations acquired or incurred by an Issuer the Parent Guarantor or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred 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 acquired, and any amendments, modifications, restatements, extensions, increasesrefinancings, supplements, refundings, refinancingamendments, renewals or replacements thereof; provided, however, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundingsextension, refinancing, renewals renewal or replacements are entered into in the ordinary course of business or not materially more restrictivereplacement, taken as a whole, are not materially less favorable to the Holders than those contained in the instruments encumbrances or agreements with respect to such Person or its property or assets as restrictions that are then in effect on the date of such acquisition; (4) existing underand that are being extended, by reason of refinanced, supplemented, amended, renewed or with respect to provisions in joint venture, operating or similar agreementsreplaced; (5) that (x) otherwise would be prohibited by the provision described in clause (i)(4) of this Section 4.1(c) if they arise or are agreed to in the case ordinary course of Section 5.13(a)(4):business, (y) (i) that restrict in a customary manner the subletting, assignment or other transfer of any property or asset that is subject to a lease, lease or license, conveyance or contract or similar property or asset, (ii) existing exist by virtue of any transfer ofIndebtedness, Lien, agreement to transfer, option or similar right with respect to, or Lien on, to any property or assets of an Issuer the Parent Guarantor or any Restricted Subsidiary not otherwise prohibited by this Indenture, Indenture or (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, do not relating relate to any Indebtedness, and that or (z) do not, individually or in the aggregate, detract from the value of property or assets of an Issuer the Parent Guarantor or any Restricted Subsidiary in any manner material to an Issuer 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 encumbrance or restriction applies only in the event of a default 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 covenant contained in such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted SubsidiaryIndebtedness; 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 other than the assets and property of such Subsidiary; andor (7) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the a sale or disposition of the Capital Stock of, or property and assets of, such Restricted Subsidiary that restricts distributions is permitted by that Restricted Subsidiary pending the closing of such sale or other dispositionSection 4.1(g). (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 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 Issuers CNH Global shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective effective, any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to: (1a) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by an Issuer or any in respect of its Restricted SubsidiariesCapital Stock; (2) pay any Indebtedness owed to an Issuer or any other Restricted Subsidiary; (3b) make loans or advances or to an Issuer pay any Indebtedness or other obligation owed to CNH Global or any other Restricted Subsidiary; or (4c) transfer any of its property or assets to an Issuer CNH Global or any other Restricted Subsidiary. (b) Section 5.13(a) shall not restrict any , except for such encumbrances or restrictionsrestrictions existing under or by reasons of: (1) any agreements (including, without limitation, any Existing Credit Facility) existing under, by reason of or with respect on the Issue Date to this Indenture, the Credit Agreement extent and any other agreement in the manner such agreements are in effect on the Issue Date as in effect on the Issue Date, and any amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancing, renewals replacements 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 Issue Date; (2) existing under, by reason of or with respect to any other Indebtedness of the 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 refinancings thereof; provided, however, that the encumbrances and restrictions contained in any such amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancing, renewals replacements or replacements refinancings are entered into in the ordinary course of business or not materially more restrictivenot, taken as a whole, materially more restrictive than those the encumbrances or restrictions contained in such agreements on the instruments Issue Date; (2) any Credit Facility or agreements 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 Person Indebtedness or its property agreement or assets as in effect (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 date Notes as and when due and (y) the encumbrance or restriction is not materially more disadvantageous to the holders of such acquisitionthe 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) existing underapplicable law, by reason of rule, regulation or with respect to provisions in joint venture, operating or similar agreementsorder; (5) in the case of Section 5.13(a)(4): (i) that restrict in a customary manner the subletting, non-assignment or transfer provisions of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (ii) existing by virtue any lease governing a leasehold interest 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 wholeSubsidiary; (6) any instrument governing Acquired Indebtedness, which 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 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 applicable to any Person, or the properties or assets or property of the Issuers or any other Restricted Subsidiary Person, other than the Person or the properties or assets and property of such Subsidiary; andthe Person so acquired; (7) with respect Purchase Money Indebtedness and Capitalized Lease Obligations permitted to a Restricted Subsidiary and imposed be incurred pursuant to an 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 property or assets arising under a security agreement governing a Lien permitted under this Indenture; (9) any agreement governing Refinancing Indebtedness; provided, however, that has been entered into for the encumbrances or restrictions contained in any such Refinancing Indebtedness are not, taken as a whole, materially more restrictive than the provisions relating to such encumbrances or restrictions contained in the Indebtedness being refinanced; (10) any agreement governing the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such of any Restricted Subsidiary that which restricts dividends and distributions by that Restricted Subsidiary pending the closing of such sale or other disposition.; and (c11) Nothing contained in this Section 5.13 shall prevent an Issuer or any Restricted Non-Recourse Accounts Receivable Subsidiary from restricting the sale Indebtedness or other disposition of property or assets contractual requirements of an Issuer Accounts Receivable Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Accounts Receivable Subsidiary 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 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 Qualified Receivables Assets which are subject 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 advancesQualified Receivables Transaction.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers shall not, and shall not permit any of their Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by an Issuer or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer or any other of its Restricted SubsidiarySubsidiaries; (3) make loans or advances to an Issuer or any other of its Restricted SubsidiarySubsidiaries; or (4) transfer its property or assets to an Issuer or any other of its Restricted SubsidiarySubsidiaries. (b) Section 5.13(a4.13(a) shall not restrict any encumbrances or restrictions: (1) existing under, by reason of or with respect to this Indenture, the 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 Issuers or their Restricted Subsidiaries permitted under this Indenture; provided, however, that the Issuers 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 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 of its Restricted SubsidiarySubsidiaries, 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 acquisitionacquisition 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 5.13(a)(44.13(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 an Issuer Parent or any of its Restricted Subsidiary Subsidiaries in any manner material to an Issuer Parent and its Restricted Subsidiaries taken as a whole; (69) any encumbrance or restriction with respect to a Restricted Subsidiary that is a Subsidiary Guarantor which 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 other than the assets and property of such Subsidiary; and; (710) 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; (11) contained in any license, permit or other accreditation with a regulatory authority entered into in the ordinary course of business; (12) 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 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 whole, to the holders than those encumbrances or restrictions that are being extended, refinanced, renewed or replaced. (c) Nothing contained in this Section 5.13 4.13 shall prevent an Issuer Parent or any Restricted Subsidiary from restricting the sale or other disposition of property or assets of an Issuer 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 5.134.13, (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 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 Issuers shall Issuer will not, and shall will not permit any Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to: (1i) pay dividends dividends, in cash or otherwise, or make any other distributions permitted by applicable law on any or in respect of its Capital Stock of such Restricted Subsidiary owned by an Issuer or any of other interest or participation in, or measured by, its Restricted Subsidiariesprofits; (2ii) pay any Indebtedness owed to an the Issuer or any other Restricted Subsidiary; (3iii) make loans or advances to an the Issuer or any other Restricted Subsidiary; or (4iv) transfer any of its property properties or assets to an the 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. (b) Section 5.13(a4.08(a) shall will not restrict any apply to encumbrances or restrictionsrestrictions existing under or by reason of: (1i) existing underthe Notes (including Additional Notes), by reason of or with respect to this Indenture, the Senior Credit Agreement Facilities and any the security documents related thereto or by other agreement in effect on indentures or agreements governing other Indebtedness incurred by the Issue Date as in effect on Issuer ranking equally with the Issue Date, and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements of such agreementsNotes; provided, however, provided that the encumbrances and or restrictions in any imposed by such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals other indentures or replacements agreements are not materially more restrictive, taken as a whole, than the encumbrances or restrictions imposed by this Indenture; (ii) any agreements with respect to Indebtedness of the Issuer or any Restricted Subsidiary permitted to be incurred subsequent to the 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; (2) existing underDate and any amendments, by reason restatements, modifications, renewals, supplements, refundings, replacements or refinancings of or with respect to any other Indebtedness of the Issuers or their Restricted Subsidiaries permitted under this Indenturethose agreements; provided, however, provided that the Issuers have determined in good faith that the encumbrances and restrictions contained in the agreement amendments, restatements, modifications, renewals, supplements, refundings, replacements or agreements governing the other Indebtedness refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in customary comparable financings and will not impair in any material respect the Issuers’ and the Guarantors’ ability to make payments those agreements on the Notes and Guarantees thereof when dueIssue Date (as determined in good faith by the Board of Directors or a member of senior management of the Issuer); (3iv) existing with respect to any Person or the property or assets of such Person acquired by an Issuer or any Restricted Subsidiarycustomary non-assignment and similar provisions in contracts, existing at the time of such acquisition leases 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 licenses 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 acquisitionbusiness; (4v) existing underany agreement or other instrument of a Person (including its Subsidiaries), acquired 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 effect at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any manner material to an Issuer and Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired (including its Restricted Subsidiaries taken as a wholeSubsidiaries); (6vi) 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 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 other than the assets and 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 other disposition of the Capital Stock of, or all or substantially all of the property and assets of, such of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the closing of such its sale or other disposition.; (cvii) Nothing contained Liens permitted to be incurred under Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens; (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 each case, under contracts entered into in the ordinary course of business; (x) customary limitations on the 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, refunds, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (i) through (xi), or in this Section 5.13 shall prevent an Issuer clause (xii); provided that the terms and conditions of any such encumbrances or any Restricted Subsidiary from restricting restrictions are not materially less favorable, taken as a whole, to the sale or other disposition of property or assets of an Issuer or any of its Restricted Subsidiaries that secure Indebtedness Holders of the Issuers Notes than those under or any of their Restricted Subsidiaries. For purposes of determining compliance with this Section 5.13pursuant to the agreement so extended, (1) the priority of any Preferred Stock in receiving dividends renewed, amended, modified, restated, supplemented, refunded, refinanced 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 advancesreplaced.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, create directly or otherwise indirectly, cause or suffer to exist or 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 such Restricted Subsidiary to: to (1i) pay dividends or make any other distributions permitted by applicable law on its Capital Interests to the Company or any Capital Stock of such Restricted Subsidiary owned by an Issuer or pay any Debt owed to the Company or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer or any other Restricted Subsidiary; , (3ii) make loans or advances to an Issuer the Company or any other Restricted Subsidiary; or Subsidiary or (4iii) transfer any of its property or assets to an Issuer the Company or any other Restricted Subsidiary. (b) Section 5.13(a) shall . However, the preceding restrictions will not restrict any apply to the following encumbrances or restrictionsrestrictions existing under or by reason of: (1a) existing under, by reason of any encumbrance or with respect to this Indenture, the Credit Agreement and any other agreement restriction in effect on the Issue Date as in effect existence on the Issue Date, including those under the Credit Agreement, the Existing Receivables Facility or the Leasing Facility and any amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancing, renewals replacements or replacements of such agreementsrefinancings thereof; provided, however, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancingreplacements or refinancings, renewals or replacements in the good faith judgment of the Company, are not materially no more restrictiverestrictive in any material respect, taken as a whole, than those in effect on the Issue Date; (2) existing under, by reason of or with respect to any such dividend or other Indebtedness of the 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 wholepayment restrictions, than those contained in customary comparable financings and will not impair in any material respect the Issuers’ and the Guarantors’ ability to make payments these agreements on the Notes and Guarantees thereof when dueIssue Date or refinancings thereof; (3b) existing any encumbrance or restriction which exists with respect to any Person or the an acquired property or assets of such Person acquired by an Issuer or any Restricted Subsidiary, existing in existence at the time of such acquisition and not Incurred in contemplation thereofpursuant to an agreement, which 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 acquired and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements thereof; provided, however, that long as the encumbrances and restrictions contained in any such amendmentsrefinancing 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, modificationsrefunded, restatementsreplaced, extensionsrefinanced or extended in the good faith judgment of the Company; (e) customary provisions restricting subletting or assignment of any lease, increasescontract, supplementsor 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, refundingsrule, refinancingregulation or order; (g) any encumbrance or restriction under this Indenture, renewals the Notes and the Note Guarantees; (h) any encumbrance or replacements are 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 Capital Interests to be sold, or of any assets of a Subsidiary to be sold, pending such sale or other disposition; (i) restrictions on cash and other deposits or net worth imposed by customers under contracts 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 business; (j) customary provisions with respect to such Person the disposition or its distribution of assets or property or assets as in effect on the date of such acquisition; (4) existing under, by reason of or with respect to provisions in joint ventureventure agreements, operating or asset sale agreements, stock sale agreements, sale leaseback agreements and other similar agreements; (5k) 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 restriction with respect to the Company or a Restricted Subsidiary (1or any of its property or assets) purchase money obligations 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 or (2) capital leases or operating leases that impose encumbrances or restrictions on the that property so acquired or covered thereby, or of the nature described in clause (iviii) arising or agreed to in of the ordinary course first paragraph 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 wholethis Section 4.8; (6m) 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 encumbrance Non-Recourse Receivable Subsidiary Indebtedness or restriction with respect to other contractual requirements of a Restricted Receivable Subsidiary that is a Guarantor which was previously an Unrestricted Restricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is in connection with a party to or entered into before the date on which such Subsidiary became a Restricted SubsidiaryQualified Receivables Transaction; provided that such agreement was not entered into restrictions apply only to such Receivable Subsidiary or the receivables and related assets described in anticipation the definition of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any Qualified Receivables Transaction which are subject to such encumbrance or restriction does not extend to any assets or property of the Issuers or any other Restricted Subsidiary other than the assets and property of such SubsidiaryQualified Receivables Transaction; and (7o) 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 a any Restricted Subsidiary and imposed pursuant than those in effect on the Issue Date with respect 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 pursuant to agreements in effect on the closing of such sale or other disposition. (c) Issue Date. Nothing contained in this Section 5.13 4.8 shall prevent an Issuer the 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 an Issuer the Company or any of its Restricted Subsidiaries that secure Indebtedness Debt of the Issuers Company or any of their its Restricted Subsidiaries. For purposes of determining compliance Subsidiaries Incurred in accordance with this Section 5.13, (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 4.9 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 advancesSection 4.12.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any such Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions permitted by applicable law on any or in respect of its Capital Stock of such Restricted Subsidiary owned by an Issuer to the Company or any of its Restricted Subsidiaries; (2) make loans or advances or to pay any Indebtedness or other obligation owed to an Issuer the Company or any other Restricted Subsidiary;Subsidiary of the Company; or (3) make loans or advances to an Issuer or transfer any other Restricted Subsidiary; or (4) transfer of its property or assets to an Issuer the Company or any other Restricted SubsidiarySubsidiary of the Company. (b) Section 5.13(a4.08(a) hereof shall not restrict any apply to encumbrances or restrictionsrestrictions existing under or by reason of: (1) existing underapplicable law, by reason rule, regulation or order; (2) this Indenture and the Notes; (3) customary non-assignment provisions of any contract or with respect any lease of any Restricted Subsidiary of the Company; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to this Indentureany Person, or the Credit Agreement and properties or assets of any Person, other agreement in effect than the Person or the properties or assets of the Person so acquired; (5) the Existing Facilities as each exists on the Issue Date as in effect on the Issue Date, and any amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancing, renewals replacements or replacements of such agreementsrefinancings thereof; provided, however, provided that the encumbrances and any restrictions in imposed pursuant to any such amendmentsamendment, modificationsmodification, restatementsrestatement, extensionsrenewal, increasesincrease, supplementssupplement, refundingsrefunding, refinancing, renewals replacement or replacements refinancing are ordinary and customary with respect to facilities similar to the Existing Facilities (under the relevant circumstances) and will not materially more restrictive, taken affect the Company’s ability to make anticipated principal and interest payments on the Notes (as a whole, than those 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; (27) existing under, by reason restrictions on the transfer of or assets (other than cash) held in a Restricted Subsidiary of the Company imposed under any agreement governing Indebtedness incurred in accordance with respect 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 in joint venture and other Indebtedness similar agreements relating solely to such joint venture; (14) customary provisions in leases, licenses and other agreements entered into in the ordinary course of business; (15) 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 or their Restricted Subsidiaries permitted under this Indenture; providedto pay the principal, howeverinterest and premium, that if any, on the Issuers have Notes, as determined in good faith that by 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;Company; and (317) 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 imposed by any amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancingreplacements or refinancings of the contracts, renewals instruments or replacements thereofobligations referred to in clauses (2) through (4) and (6) through (14) of this Section 4.08(b); provided, however, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancingreplacements or refinancings are, renewals or replacements are entered into in the ordinary course good faith judgment of business or the Company’s Board of Directors whose judgment shall be conclusively binding, not materially more restrictiverestrictive with respect to such dividend and other payment restrictions, taken as a whole, than those contained in the instruments dividend or agreements with respect other payment restrictions prior to such Person amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or its property or assets as in effect on the 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 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 other than the assets and 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 dispositionrefinancing. (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 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 Issuers Parent shall not, and shall not permit any of its Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by an Issuer the Parent or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer the Parent or any other Restricted Subsidiary; (3) make loans or advances to an Issuer the Parent or any other Restricted Subsidiary; or (4) transfer its property or assets to an Issuer the Parent or any other Restricted Subsidiary. (b) Section 5.13(a10.13(a) shall not restrict any encumbrances or restrictions: (1) existing under, by reason of or with respect to this Indenture, the Credit Agreement and any other agreement in effect on the Issue 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 Issue Closing Date; (2) existing under, by reason of or with respect to any other Indebtedness Credit Facility of the 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 Credit Facility are not materially more restrictive, taken as a whole, than those contained in customary comparable financings and will not impair the Credit Agreement (with respect to other credit agreements) or this Indenture (with respect to other indentures), in any material respect the Issuers’ and the Guarantors’ ability to make payments each case as in effect on the Notes and Guarantees thereof when dueClosing 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 an Issuer 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; (45) existing under, by reason of or with respect to provisions in joint venture, operating or similar agreements; (56) in the case of Section 5.13(a)(410.13(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 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 an Issuer the Parent or any Restricted Subsidiary in any manner material to an Issuer the Parent 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 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 other than the assets and 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; (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 5.13 10.13 shall prevent an Issuer the Parent or any Restricted Subsidiary from restricting the sale or other disposition of property or assets of an Issuer 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 5.1310.13, (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 Issuers shall Except as provided in Section 4.12(b), the Guarantor will not, and shall will not permit any of its Restricted Subsidiaries to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to: (1i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock Equity Interests of such the Restricted Subsidiary owned by an Issuer or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer the Guarantor or any other Restricted Subsidiary;, (3ii) pay any Debt or other obligation owed to the Guarantor or any other Restricted Subsidiary, (iii) make loans or advances to an Issuer the Guarantor or any other Restricted Subsidiary; , or (4iv) transfer any of its property or assets to an Issuer the Guarantor or any other Restricted Subsidiary. (b) The provisions of Section 5.13(a4.12(a) shall do not restrict apply to any encumbrances or restrictions: (1i) existing under, by reason of or with respect to this Indenture, the Credit Agreement and any other agreement in effect on the Issue Date as provided for in this Indenture or any other agreements in effect on the Issue Date, and any amendments, modifications, restatements, extensions, increasesrenewals, supplements, refundings, refinancing, renewals replacements or replacements refinancings of such agreementsany of the foregoing; provided, however, provided that the encumbrances and restrictions in any such amendmentsthe extension, modificationsrenewal, restatements, extensions, increases, supplements, refundings, refinancing, renewals replacement or replacements are not materially more restrictiverefinancing are, taken as a whole, no less favorable in any material respect to the Holders than those in effect on the Issue Dateencumbrances or restrictions being extended, renewed, replaced or refinanced; (2ii) existing under, under or by reason of or applicable law; (iii) existing with respect to any Person, or to the Property of such Person, at the time the Person or the Property is acquired by the Guarantor or any Restricted Subsidiary, which encumbrances or restrictions: (A) are not applicable to any other Indebtedness 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 Issuers or their Restricted Subsidiaries permitted under this Indentureforegoing; provided, however, that the Issuers have determined in good faith that provided the encumbrances and restrictions contained in the agreement extension, renewal, replacement or agreements governing the other Indebtedness are not materially more restrictiverefinancing are, taken as a whole, than those contained in customary comparable financings and will not impair no less favorable in any material respect to the Issuers’ and Holders than the Guarantors’ ability to make payments on the Notes and Guarantees thereof when dueencumbrances or restrictions being extended, renewed, replaced or refinanced; (3iv) existing with respect of the type described in Section 4.12(a)(iv) arising or agreed 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 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): (iA) that restrict in a customary manner the subletting, assignment or transfer of any property or asset Property that is subject to a lease, license, conveyance lease or contract license or similar property or asset, (iiB) existing by virtue of any transfer ofLien on, or agreement to transfer, option or similar right with respect toto any Property of, or Lien on, any property or assets of an Issuer the Guarantor 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 wholeSubsidiary; (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 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 other than the assets and property of such Subsidiary; and (7v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets 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 restricts distributions by that Restricted Subsidiary pending was entered into in the closing ordinary course of such sale or other disposition.business; (cviii) Nothing contained imposed by the standard loan documentation in this Section 5.13 shall prevent an Issuer or any Restricted Subsidiary connection with loans 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 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.a)

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to: (1i) pay dividends or make any other distributions permitted by applicable law on any its Capital Stock to the Company or any of such Restricted Subsidiary owned by an Issuer 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 Subsidiaries; (2) pay any Indebtedness owed to an Issuer or any other Restricted Subsidiary; (3ii) make loans or advances to an Issuer the Company or any other of its Restricted SubsidiarySubsidiaries; or (4iii) transfer any of its property properties or assets to an Issuer the Company or any other of its Restricted SubsidiarySubsidiaries. (b) Section 5.13(a) shall Notwithstanding the foregoing, the preceding restrictions will not restrict any apply to encumbrances or restrictionsrestrictions existing under or by reason of: (1i) existing under, by reason of or with respect to this Indenture, agreements governing Existing Indebtedness and the Credit Agreement and any other agreement in effect on the Issue Date as in effect on the Issue Date, date of the Indenture and any amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancingreplacements or refinancings of those agreements, renewals or replacements of such agreements; provided, however, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancing, renewals replacement or replacements refinancings are not materially no more restrictiverestrictive in any material respect, taken as a whole, than those in effect on the Issue Date; (2) existing under, by reason of or with respect to any such dividend and other Indebtedness of the Issuers or their Restricted Subsidiaries permitted under this Indenture; provided, however, that the Issuers have determined in good faith that the encumbrances and payment 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 the respective agreements on the date of the Indenture, as determined by the Board of Directors of the Company in their reasonable and will not impair in any material respect good faith judgment; (ii) the Issuers’ and the Guarantors’ ability to make payments on Indenture, the Notes and Guarantees thereof when duethe Subsidiary Guarantees; (3iii) existing applicable law; (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 respect or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person 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 Person acquired Indebtedness was permitted by an Issuer or any Restricted Subsidiary, existing at the time terms of such acquisition and not Incurred the Indenture to be incurred; (v) customary non-assignment provisions 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 leases 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 and consistent with respect to such Person or its property or assets as in effect on the date of such acquisitionpast practices; (4vi) existing underCapital Lease Obligations, by reason of mortgage financings 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 that property of the property so acquired or covered thereby, or nature described in clause (iviii) 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 wholeparagraph (a); (6vii) 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 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 other than the assets and 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 other disposition of the Capital Stock of, or property and assets of, such a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the closing of such its sale or other disposition.; (cviii) Nothing Permitted Refinancing Indebtedness, provided that the restrictions contained in this the agreements governing such Permitted Refinancing Indebtedness are no more restrictive in any material respect, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (ix) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 5.13 shall prevent an Issuer 3.07 that limit the right of the debtor to dispose of the assets subject to such Liens; (x) provisions with respect to the disposition or any Restricted Subsidiary from restricting 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 sale assets or property subject to such joint venture or similar agreement or to the assets or property being sold, as the case may be; and (xi) restrictions on cash or other disposition deposits or net worth imposed by customers under contracts entered into in the ordinary course 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 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 advancesbusiness.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, create directly or otherwise indirectly, create, cause or suffer to exist or become effective or enter into any consensual encumbrance or consensual restriction of any kind on the ability of any such Restricted Subsidiary to: of the Issuer to (1i) pay dividends or make any other distributions permitted by applicable law on any its Capital Stock of such Restricted Subsidiary (or with respect to any other interest or participation in, or measured by, its profits) owned by an the Issuer or any Restricted Subsidiary of its Restricted Subsidiaries; (2) the Issuer or pay any Indebtedness or other obligation owed to an the Issuer or any other Restricted Subsidiary; Subsidiary of the Issuer, (3ii) make loans or advances to an the Issuer or any other Restricted Subsidiary; or Subsidiary of the Issuer or (4iii) sell, lease or transfer any of its property or assets to an the Issuer or any other Restricted SubsidiarySubsidiary of the Issuer. (b) The preceding provisions of Section 5.13(a3.4(a) shall will not restrict any apply to the following encumbrances or restrictionsrestrictions existing under or by reason of: (1) existing under, by reason of any encumbrance or with respect to this Indenture, the Credit Agreement and any other agreement restriction in effect on the Issue Date as in effect existence on the Issue Date, and including those required by the Senior Secured Credit Facilities or by any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals other agreement or replacements of such agreements; provided, however, that documents entered into in connection with 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 Issue DateSenior Secured Credit Facilities; (2) existing underany encumbrance or restriction pursuant to an agreement relating to an acquisition of property, by reason 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 respect to any other Indebtedness of the 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 dueacquisition thereof); (3) existing any encumbrance or restriction which exists with respect to any a Person or that becomes a Restricted Subsidiary of the property or assets of such Person acquired by an Issuer or any merges, consolidates or amalgamates with or into a Restricted SubsidiarySubsidiary of the Issuer on or after the Issue Date, existing 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 acquisition Person becoming a Restricted Subsidiary of the Issuer, and not Incurred in contemplation thereof, which encumbrances or restrictions are 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 so acquired 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 amendmentsof 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, modificationsthan 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, restatementsDisqualified 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, extensionsas determined by the Issuer in good faith would result in the Issuer being unable to, increases, supplements, refundings, refinancing, renewals or replacements thereof; provided, however, that to make principal and interest payments on the encumbrances Notes as and restrictions when they come due; (5) customary provisions in any lease, sub-lease contract, license, sublicense or similar agreement of the Issuer or any Restricted Subsidiary of the Issuer or provisions in agreements that restrict the assignment of such amendmentsagreement or any rights thereunder, modificationsin each case, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements are entered into in the ordinary course of business business; (6) any encumbrance or not materially more restrictiverestriction by reason of applicable law, taken as 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 wholedisposition of assets or Capital Stock, than those contained 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 instruments 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 Person agreements relating to a Restricted Subsidiary of the Issuer, such provisions will not materially affect the Issuer’s ability to make scheduled principal or its property or assets as in effect interest payments on the date Notes (as determined in good faith by the Issuer or any of such acquisitionits direct or indirect parent companies on behalf of the Issuer); (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 (111) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business or (2) capital leases or operating leases 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 on in connection with any receivables or factoring transaction that in the property so acquired good faith judgment of the Governing Persons of such person (or covered thereby, orany direct or indirect parent company of such person) is necessary or advisable to effectuate such transaction; and (iv14) arising any encumbrances or agreed 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 ordinary course of businesscontracts, not relating instruments or obligations referred 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; clauses (61) 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 such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiarythrough (13) above; provided that such agreement was not entered into amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or Refinancings are, in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property the good faith judgment of the Issuers Issuer (or any other Restricted Subsidiary other than of its direct or indirect parent companies on behalf of the assets and property of such Subsidiary; and Issuer), (7i) no more restrictive in any material respect with respect to such encumbrances and other restrictions taken as a Restricted Subsidiary 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 imposed pursuant to an agreement that has been entered into for interest on 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 dispositionNotes when due. (c) Nothing contained in this Section 5.13 3.4 shall prevent an the Issuer or any Restricted Subsidiary of the Issuer from (i) creating, Incurring, assuming or suffering to exist any Liens in compliance with Section 3.6 or (ii) restricting the sale or other disposition of property or assets of an the Issuer or any of its Restricted Subsidiaries that secure Indebtedness of the Issuers Issuer or any of their its Restricted Subsidiaries. For purposes of determining compliance Subsidiaries Incurred in accordance with this Section 5.13, (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 3.2 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 advancesSection 3.6.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers Company shall not, and shall not permit any Restricted Subsidiaries Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by an Issuer to the Company or any of Restricted Subsidiary: (a) on its Restricted SubsidiariesCapital Stock; or (b) with respect to any other interest or participation in, or measured by, its profits; (2) pay repay any Indebtedness owed to an Issuer or any other obligation owed to the Company or any Restricted Subsidiary; (3) make loans or advances or capital contributions to an Issuer the Company or any other Restricted Subsidiary; or (4) transfer any of its property properties or assets to an Issuer the Company or any other Restricted Subsidiary. (b) Section 5.13(a) shall not restrict any ; except for such encumbrances or restrictionsrestrictions existing under or by reason of: (15) the Senior Credit Facility; (6) encumbrances or restrictions existing under, by reason of or with respect on the Issue Date to this Indenture, the Credit Agreement extent and any other agreement in the manner such encumbrances and restrictions are in effect on the Issue Date as in effect on the Issue Date, and any amendments, modifications, restatements, extensionsrenewals, increasesreplacements or refinancings thereof; provided that any amendment, supplementsrestatement, refundingsrenewal, refinancing, renewals replacement or replacements of such agreements; provided, however, that refinancing is not more disadvantageous to the encumbrances and restrictions Holders in any material respect with respect to such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals encumbrances or replacements are not materially more restrictive, taken as a whole, than those in effect restrictions existing on the Issue Date; (27) existing under, by reason of or with respect to any other Indebtedness of the 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 duethe Guarantees; (38) applicable law; (9) existing with respect any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person Person, or the properties or assets of any Person, other than the Person, or the property or assets of such the Person acquired by an Issuer (including any Subsidiary of the Person), so acquired; (10) customary non-assignment provisions in leases 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 agreements entered into in the ordinary course of business or not materially and consistent with past practices; (11) Refinancing Indebtedness; provided that such restrictions are no more restrictive, taken as a whole, restrictive than those contained in the instruments agreements governing the Indebtedness being refunded, refinanced or agreements with respect to such Person or its property or assets as in effect on the date of such acquisitionextended; (412) existing under, by reason customary restrictions in security agreements or mortgages securing Indebtedness of the Company or with respect a Restricted Subsidiary to provisions in joint venture, operating or similar agreementsthe extent such restrictions restrict the transfer of the property subject to such security agreements and mortgages; (513) 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 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 other than the assets and property of such Subsidiary; and (7) with respect to a Restricted Subsidiary and imposed Company 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 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 such Restricted Subsidiaries that secure Indebtedness of the Issuers or any of their Restricted Subsidiaries. For purposes of determining compliance with this Section 5.13, Subsidiary; (114) 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 customary restrictions imposed on the ability transfer of copyrighted or patented materials; or (15) customary restrictions under Sale and Lease-Back Transactions that apply to make distributions on Capital Stock the assets being transferred only 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 advancesthat comply with Section 4.15.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, create directly or otherwise indirectly, cause or suffer to exist or become effective or enter into any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to: to (1i) pay dividends or make any other distributions permitted on its Capital Interests owned by applicable law on the Company or any Capital Stock of such other Restricted Subsidiary owned by an Issuer or any of its Restricted Subsidiaries; (2) pay any Indebtedness Debt or other obligation owed to an Issuer the Company or any other Restricted Subsidiary; , (3ii) make loans or advances to an Issuer the Company or any other Restricted Subsidiary; or Subsidiary or (4iii) sell, lease or transfer any of its property or assets to an Issuer the Company or any of its other Restricted SubsidiarySubsidiaries. (b) Section 5.13(a4.08(a) hereof shall not restrict any apply to the following encumbrances or restrictionsrestrictions existing under or by reason of: (1) existing under, by reason of any encumbrance or with respect to this Indenture, the Credit Agreement and any other agreement restriction in effect on the Issue Date as in effect existence on the Issue Date, including those required by the Credit Agreement and any amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancingreplacements, renewals or replacements of such agreementsrefinancings thereof; provided, however, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancingreplacement or refinancings, renewals or replacements in the good faith judgment of the Company, are not materially more restrictive, taken as a whole, with respect to such dividend or other payment restrictions than those contained in effect these agreements on the Issue DateDate or refinancings thereof; (2) existing underany encumbrance or restriction pursuant to an agreement relating to an acquisition of property, by reason 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 respect to any other Indebtedness of the 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 dueacquisition thereof); (3) existing any encumbrance or restriction which exists with respect to any a Person that becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary of the property Company on or assets 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 acquired by an Issuer or any becoming a Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are 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; (4) 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 clauses (1) through (3) of this Section 4.08(b), so acquired and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements thereof; provided, however, that long as the encumbrances and restrictions contained in any such amendmentsrefinancing agreement are, modificationson the whole, restatementsno less favorable in any material respect to the Holders than the encumbrances and restrictions contained in the agreements governing the Debt being renewed, extensionsrefunded, increasesreplaced, supplementsrefinanced or extended in the good faith judgment of the Company; (5) customary provisions restricting subletting or assignment of any lease, refundingscontract, refinancingor license of the Company or any Restricted Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder; (6) any encumbrance or restriction by reason of applicable law, renewals rule, regulation or replacements are order; (7) any encumbrance or restriction under this Indenture, the Notes and the Note Guarantees; (8) any encumbrance or restriction under the sale of assets or Capital Interests, including, without limitation, any agreement for the sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary, pending its sale or other disposition; (9) restrictions on cash and other deposits or net worth imposed by customers under contracts entered into the ordinary course of business; (10) customary provisions with respect to the disposition or distribution of assets or property in Joint Venture agreements, partnership agreements, asset sale agreements, stock sale agreements, sale leaseback agreements and other similar agreements; (11) any instrument governing Debt or Capital Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Capital Interests was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Debt, such Debt was permitted by the terms of this Indenture to be incurred; (12) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business or that impose restrictions on that property so acquired of the nature described in clause (iii) of Section 4.08(a) hereof; (13) Liens securing Debt otherwise permitted to be incurred under this Indenture, including the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; and (14) any other agreement governing Debt entered into after the Issue Date that contains encumbrances and restrictions that 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 any Restricted Subsidiary than those in effect on the date of such acquisition; (4) existing under, by reason of or Issue Date 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 such Subsidiary is a party to or entered into before agreements in effect on 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 other than the assets and 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 dispositionIssue Date. (c) Nothing contained in this Section 5.13 4.08 shall prevent an Issuer the Company or any Restricted Subsidiary from (i) creating, incurring, assuming or suffering to exist any Liens otherwise permitted by Section 4.12 hereof or (ii) restricting the sale or other disposition of property or assets of an Issuer the Company or any of its Restricted Subsidiaries that secure Indebtedness Debt of the Issuers Company or any of their its Restricted Subsidiaries. For purposes of determining compliance Subsidiaries Incurred in accordance with this Section 5.13, (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 Sections 4.09 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 advances4.12 hereof.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary of the Issuer to: (1) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by an Issuer or any in respect of its Restricted SubsidiariesCapital Stock; (2) make loans or advances or to pay any Indebtedness or other obligation owed to an the Issuer or any other Restricted Subsidiary;Subsidiary of the Issuer; or (3) make loans transfer any of its property or advances assets to an the Issuer or any other Restricted SubsidiarySubsidiary of the Issuer; orin each case except for such encumbrances or restrictions existing under or by reason of: (4a) transfer its property or assets to an Issuer or any other Restricted Subsidiary.applicable law; (b) Section 5.13(athe Notes and the related Guarantees, this Indenture and the Escrow Agreement; (c) shall customary non-assignment provisions of any contract or any lease governing a leasehold interest of any Restricted Subsidiary of the Issuer; (d) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not restrict 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; (e) contractual encumbrances or restrictions: restrictions (1i) existing under, by reason of or with respect to this Indenture, the Credit Agreement and any other agreement 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 First Lien Credit Agreement or an agreement governing Additional Parity Debt permitted to be incurred under this Indenture; provided that, with respect to any agreement governing such Additional Parity Debt, the provisions relating to such encumbrance or restriction are no less favorable to the Issuer in any material respect as determined by the Board of Directors of the Issuer in its reasonable and good faith judgment than the provisions contained in the First Lien Credit Agreement as in effect on the Issue Escrow Release Date, and ; (g) restrictions on the transfer of assets subject to any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements Lien permitted under this Indenture imposed by the holder of such agreementsLien; (h) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (i) restrictions imposed by agreements governing obligations of Foreign Restricted Subsidiaries which are permitted under this Indenture; (j) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (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 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 encumbrances and restrictions provisions relating to such encumbrance or restriction contained in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements agreements are not materially more restrictive, taken as a whole, than those in effect on no less favorable to the Issue Date; (2) existing under, by reason of or with respect to any other Indebtedness of the 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 Issuer in any material respect as determined by the Issuers’ Board of Directors of the Issuer in their reasonable and good faith judgment than 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 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 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 other than the assets and 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, agreements referred to in such clauses (1b) 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 (2d) 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 advancesthrough (l) above.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, create directly or otherwise indirectly, cause or suffer to exist or 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 such Restricted Subsidiary to: to (1i) pay dividends or make any other distributions permitted on its Capital Interests owned by applicable law on the Company or any Capital Stock of such Restricted Subsidiary owned by an Issuer or pay any Debt or other obligation owed to the Company or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer or any other Restricted Subsidiary; , (3ii) make loans or advances to an Issuer the Company or any other Restricted Subsidiary; or Subsidiary thereof or (4iii) transfer any of its property or assets to an Issuer the Company or any other Restricted Subsidiary. (b) Section 5.13(a) shall . However, the preceding restrictions will not restrict any apply to the following encumbrances or restrictionsrestrictions existing under or by reason of: (1a) existing under, by reason of any encumbrance or with respect to this Indenture, the Credit Agreement and any other agreement restriction in effect on the Issue Date as in effect existence on the Issue Date, including those under the Credit Agreement, the Existing Receivables Facility and the Leasing Facility and any amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancing, renewals replacements or replacements of such agreementsrefinancings thereof; provided, however, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancingreplacements or refinancings, renewals or replacements in the good faith judgment of the Company, are not materially no more restrictiverestrictive in any material respect, taken as a whole, than those in effect on the Issue Date; (2) existing under, by reason of or with respect to any such dividend or other Indebtedness of the 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 wholepayment restrictions, than those contained in customary comparable financings and will not impair in any material respect the Issuers’ and the Guarantors’ ability to make payments these agreements on the Notes and Guarantees thereof when dueIssue Date or refinancings thereof; (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 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; (6b) 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 Restricted Subsidiary Person that is a Guarantor 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 becomes a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets merges with or property of the Issuers or any other Restricted Subsidiary other than the assets and property of such Subsidiary; and (7) with respect to into a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of the Capital Stock ofCompany on or after the Issue Date, or property and assets of, which is in existence at the time 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 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.Person becomes

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, create directly or otherwise indirectly, cause or suffer to exist or 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 such Restricted Subsidiary to: to (1i) pay dividends or make any other distributions permitted on its Capital Interests owned by applicable law on the Company or any Capital Stock of such Restricted Subsidiary owned by an Issuer or pay any Debt or other obligation owed to the Company or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer or any other Restricted Subsidiary; , (3ii) make loans or advances to an Issuer the Company or any other Restricted Subsidiary; or Subsidiary thereof or (4iii) transfer any of its property or assets to an Issuer the Company or any other Restricted Subsidiary.. However, the preceding restrictions will not apply to the following encumbrances or restrictions (including those existing under or by reason of): (ba) Section 5.13(a) shall not restrict any encumbrances encumbrance or restrictions: (1) existing under, by reason of or with respect to this Indenture, the Credit Agreement and any other agreement restriction in effect on the Issue Date as in effect 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, extensionsrenewals, increases, supplements, refundings, refinancingreplacements, renewals or replacements refinancings, of any of the agreements or documents providing for such agreements; providedexisting encumbrances and restrictions, however, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancingreplacements or refinancings, renewals or replacements in the good faith judgment of the Company, are not materially no more restrictiverestrictive in any material respect, taken as a whole, with respect to such encumbrances and restrictions than those contained in effect these agreements and documents on the Issue Date;. (2b) existing under, by reason of any encumbrance or with respect to any other Indebtedness of the 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, restriction existing at the time of such the acquisition and not Incurred in contemplation thereofof property, which 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 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 acquired and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements thereof; provided, however, that the long as such encumbrances and restrictions contained in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements agreement are entered into in the ordinary course of business or not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in the instruments 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, sublease, contract, or license of the Company or any Restricted Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder; (f) any encumbrance or restriction by reason of applicable law, rule, regulation, order, approval, license, permit or 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 on cash and other deposits or net worth imposed by direct or indirect customers or suppliers under contracts entered into the ordinary course of business; (j) encumbrances or restrictions that are customary provisions with respect to such Person the disposition or its distribution of assets or property or assets as in effect on the date of such acquisition; (4) existing under, by reason of or with respect to provisions in joint ventureventure agreements, operating or asset sale agreements, stock sale agreements, sale leaseback agreements and other similar agreements; (5k) encumbrances and restrictions under any instrument governing Debt or Capital Interests of a Person acquired by the Company or any of the Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Capital Interests were incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Section 5.13(a)(4):Debt, such Debt was permitted by the terms of this Indenture to be Incurred; (il) that restrict encumbrances and restrictions arising in a customary manner the subletting, assignment or transfer respect 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 (including Capital Lease Obligations) for property acquired in the ordinary course of business or (2) capital leases or operating leases that impose to the extent such restrictions and encumbrances or restrictions on apply to the property so acquired or covered thereby, or(and proceeds thereof) and are of the nature described in clause (iii) of the first paragraph of this Section 4.8; (ivm) 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 Non-Recourse Receivable Subsidiary Indebtedness or other contractual requirements of a 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 accounts receivable and other financial assets described in the definition of Qualified Receivables Transaction which are subject to such Qualified Receivables Transaction; (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; (p) restrictions on the sale, lease or transfer of property or assets arising or agreed to in the ordinary course of business, not relating to any IndebtednessDebt, and that do not, individually or in the aggregate, detract from the value of property or assets of an Issuer the Company or any Restricted Subsidiary in any manner material to an Issuer the Company and its the 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 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 other than the assets and property of such Subsidiary; and (7q) encumbrances or restrictions arising under deferred compensation arrangements or any “rabbi trust” formed in connection 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, any such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the closing of such sale or other disposition. (c) arrangement. Nothing contained in this Section 5.13 4.8 shall prevent an Issuer the 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 an Issuer the Company or any of its Restricted Subsidiaries that secure Indebtedness Debt of the Issuers Company or any of their its Restricted Subsidiaries. For purposes of determining compliance Subsidiaries Incurred in accordance with this Section 5.13, (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 4.9 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 advancesSection 4.12 hereof.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers shall will not, and shall will not permit any of their Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary of the Issuers to: (1) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by an Issuer the Issuers or any other Restricted Subsidiary of its Restricted Subsidiariesthe Issuers; (2) pay any Indebtedness owed to an Issuer the Issuers or any other Restricted SubsidiarySubsidiary of the Issuers; (3) make loans or advances to an Issuer the Issuers or any other Restricted SubsidiarySubsidiary of the Issuers; or (4) transfer its property or assets to an Issuer the Issuers or any other Restricted SubsidiarySubsidiary of the Issuers. (b) Section 5.13(a4.13(a) shall not restrict any encumbrances or restrictions: (1) existing under, by reason of or with respect to to, this Indenture, the Notes, the Note Guarantees, the Credit Agreement and 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 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 effect those agreements on the Issue DateDate or such other date, as applicable; (2) existing under, by reason of or with respect to any Credit Facility or other Indebtedness of the Issuers or their Restricted Subsidiaries permitted under this IndentureIndenture (and not included in clause (1) above); provided, however, that the Issuers have determined in good faith that the encumbrances and restrictions contained in the agreement or agreements governing the 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 impair in any material respect materially affect the Issuers’ and the Guarantors’ 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 Guarantees thereof when dueat 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 an Issuer Parent or any Restricted SubsidiarySubsidiary 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 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 acquisitionacquisition (or such Person so becoming a Restricted Subsidiary of Parent); (45) existing under, by reason of or with respect to provisions in joint venture, operating or similar agreementsagreements entered into in connection with a Permitted Business; (56) in the case of Section 5.13(a)(44.13(a)(4): (i) that restrict in a customary manner the subletting, assignment or transfer of any 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 any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of an Issuer Parent or any Restricted Subsidiary of Parent not otherwise prohibited by this Indenture, (iiiiv) existing under, by reason of or with respect to (1i) purchase money obligations for property acquired in the ordinary course of business or (2ii) capital leases or operating leases 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 contracts, or (ivv) 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 Parent or any Restricted Subsidiary of Parent in any manner material to an Issuer Parent 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 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 other than the assets and 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; (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 materially more disadvantageous to the Holders than is customary in comparable financings (as determined by the good faith judgment of Parent), and (iii) 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; (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 such Restricted Subsidiary; and (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, 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. (c) Nothing contained in this Section 5.13 4.13 shall prevent an Issuer Parent or any Restricted Subsidiary of Parent from (i) restricting the sale or other disposition of property or assets of an Issuer Parent or any of its Restricted Subsidiaries that secure Indebtedness of the Issuers or any of their Restricted SubsidiariesSubsidiaries or (ii) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted by this Indenture. For purposes of determining compliance with this Section 5.134.13, (1) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to distributions being paid on common stock Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock Stock, and (2) the subordination of loans or advances made to a Restricted Subsidiary to other Indebtedness incurred Incurred by such Restricted Subsidiary Subsidiary, or other subordination provisions in any Indebtedness, 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 Issuers shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, create directly or otherwise indirectly, cause or suffer to exist or 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 such Restricted Subsidiary to: to (1i) pay dividends or make any other distributions permitted by applicable law on its Capital Interests to the Company or any Capital Stock of such Restricted Subsidiary owned by an Issuer or pay any Debt owed to the Company or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer or any other Restricted Subsidiary; , (3ii) make loans or advances to an Issuer the Company or any other Restricted Subsidiary; or Subsidiary or (4iii) transfer any of its property or assets to an Issuer the Company or any other Restricted Subsidiary. (b) Section 5.13(a) shall . However, the preceding restrictions will not restrict any apply to the following encumbrances or restrictionsrestrictions existing under or by reason of: (1a) existing under, by reason of any encumbrance or with respect to this Indenture, the Credit Agreement and any other agreement restriction in effect on the Issue Date as in effect 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, extensionsrenewals, increases, supplements, refundings, refinancing, renewals replacements or replacements of such agreementsrefinancings thereof; provided, however, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancingreplacements or refinancings, renewals or replacements in the good faith judgment of the Company, are not materially no more restrictiverestrictive in any material respect, taken as a whole, than those in effect on the Issue Date; (2) existing under, by reason of or with respect to any such dividend or other Indebtedness of the 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 wholepayment restrictions, than those contained in customary comparable financings and will not impair in any material respect the Issuers’ and the Guarantors’ ability to make payments these agreements on the Notes and Guarantees thereof when dueIssue Date or refinancings thereof; (3b) existing any encumbrance or restriction which exists with respect to any Person or the an acquired property or assets of such Person acquired by an Issuer or any Restricted Subsidiary, existing in existence at the time of such acquisition and not Incurred in contemplation thereofpursuant to an agreement, which 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 acquired and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements thereof; provided, however, that long as the encumbrances and restrictions contained in any such amendmentsrefinancing 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, modificationsrefunded, restatementsreplaced, extensionsrefinanced or extended in the good faith judgment of the Company; (e) customary provisions restricting subletting or assignment of any lease, increasescontract, supplementsor 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, refundingsrule, refinancingregulation or order; (g) any encumbrance or restriction under this Indenture, renewals the Notes and the Note Guarantees; (h) any encumbrance or replacements are 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 Capital Interests to be sold, or of any assets of a Subsidiary to be sold, pending such sale or other disposition; (i) restrictions on cash and other deposits or net worth imposed by customers under contracts 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 business; (j) customary provisions with respect to such Person the disposition or its distribution of assets or property or assets as in effect on the date of such acquisition; (4) existing under, by reason of or with respect to provisions in joint ventureventure agreements, operating or asset sale agreements, stock sale agreements, sale leaseback agreements and other similar agreements; (5k) 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 restriction with respect to the Company or a Restricted Subsidiary (1or any of its property or assets) purchase money obligations 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 or (2) capital leases or operating leases that impose encumbrances or restrictions on the that property so acquired or covered thereby, or of the nature described in clause (iviii) arising or agreed to in of the ordinary course first paragraph 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 wholethis SECTION 4.8; (6m) 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 encumbrance Non-Recourse Receivable Subsidiary Indebtedness or restriction with respect to other contractual requirements of a Restricted Receivable Subsidiary that is a Guarantor which was previously an Unrestricted Restricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is in connection with a party to or entered into before the date on which such Subsidiary became a Restricted SubsidiaryQualified Receivables Transaction; provided that such agreement was not entered into restrictions apply only to such Receivable Subsidiary or the receivables and related assets described in anticipation the definition of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any Qualified Receivables Transaction which are subject to such encumbrance or restriction does not extend to any assets or property of the Issuers or any other Restricted Subsidiary other than the assets and property of such SubsidiaryQualified Receivables Transaction; and (7o) 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 a any Restricted Subsidiary and imposed pursuant than those in effect on the Issue Date with respect 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 pursuant to agreements in effect on the closing of such sale or other disposition. (c) Issue Date. Nothing contained in this Section 5.13 SECTION 4.8 shall prevent an Issuer the 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 an Issuer the Company or any of its Restricted Subsidiaries that secure Indebtedness Debt of the Issuers Company or any of their its Restricted Subsidiaries. For purposes of determining compliance Subsidiaries Incurred in accordance with this Section 5.13, (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 SECTION 4.9 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 advancesSECTION 4.12.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, create directly or otherwise indirectly, cause or suffer to exist or 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 such Restricted Subsidiary to: to (1i) pay dividends or make any other distributions permitted on its Capital Interests owned by applicable law on the Company or any Capital Stock of such Restricted Subsidiary owned by an Issuer or pay any Debt or other obligation owed to the Company or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer or any other Restricted Subsidiary; , (3ii) make loans or advances to an Issuer the Company or any other Restricted Subsidiary; or Subsidiary thereof or (4iii) transfer any of its property or assets to an Issuer the Company or any other Restricted Subsidiary. (b) Section 5.13(a) shall . However, the preceding restrictions will not restrict any apply to the following encumbrances or restrictionsrestrictions existing under or by reason of: (1a) existing under, by reason of any encumbrance or with respect to this Indenture, the Credit Agreement and any other agreement restriction in effect on the Issue Date as in effect 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, extensionsrenewals, increases, supplements, refundings, refinancingreplacements, renewals or replacements refinancings, of such agreements; providedany of the foregoing agreements or documents, however, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancingreplacements or refinancings, renewals or replacements in the good faith judgment of the Company, are not materially no more restrictive, taken as a whole, than those in effect on the Issue Date; (2) existing under, by reason of or with respect to any such dividend or other Indebtedness of the Issuers or their Restricted Subsidiaries permitted under this Indenture; provided, however, that the Issuers have determined in good faith that the encumbrances and payment 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 these agreements on the Notes and Guarantees thereof when dueIssue Date or refinancings thereof; (3b) existing 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 any a Person that becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary of the property Company on or assets 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 acquired by an Issuer or any becoming a Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are 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 acquired and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements thereof; provided, however, that long as the encumbrances and restrictions contained in any such amendmentsrefinancing 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, modificationsrefunded, restatementsreplaced, extensionsrefinanced or extended in the good faith judgment of the Company; (e) customary provisions restricting subletting or assignment of any lease, increasescontract, supplementsor 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, refundingsrule, refinancingregulation or order; (g) any encumbrance or restriction under this Indenture, renewals the Notes and the Note Guarantees; (h) any encumbrance or replacements are 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 on cash and other deposits or net worth imposed by customers under contracts 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 business; (j) customary provisions with respect to such Person the disposition or its distribution of assets or property or assets as in effect on the date of such acquisition; (4) existing under, by reason of or with respect to provisions in joint ventureventure agreements, operating or asset sale agreements, stock sale agreements, sale leaseback agreements and other similar agreements; (5k) any instrument governing Debt or Capital Interests of a Person acquired by the Company or any of the Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Capital Interests were Incurred 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 Section 5.13(a)(4):Debt, such Debt was permitted by the terms of this Indenture to be Incurred; (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 (1l) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business or (2) capital leases or operating leases that impose encumbrances or restrictions on the that property so acquired or covered thereby, or of the nature described in clause (iviii) arising or agreed to in of the ordinary course first paragraph 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 wholethis Section 4.8; (6m) 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 encumbrance Non-Recourse Receivable Subsidiary Indebtedness or restriction with respect to other contractual requirements of a Restricted Receivable Subsidiary that is a Guarantor which was previously an Unrestricted Restricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is in connection with a party to or entered into before the date on which such Subsidiary became a Restricted SubsidiaryQualified Receivables Transaction; provided that such agreement was not entered into restrictions apply only to such Receivable Subsidiary or the receivables and related assets described in anticipation the definition of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any Qualified Receivables Transaction which are subject to such encumbrance or restriction does not extend to any assets or property of the Issuers or any other Restricted Subsidiary other than the assets and property of such SubsidiaryQualified Receivables Transaction; and (7o) 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 a any Restricted Subsidiary and imposed pursuant than those in effect on the Issue Date with respect 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 pursuant to agreements in effect on the closing of such sale or other disposition. (c) Issue Date. Nothing contained in this Section 5.13 4.8 shall prevent an Issuer the 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 an Issuer the Company or any of its Restricted Subsidiaries that secure Indebtedness Debt of the Issuers Company or any of their its Restricted Subsidiaries. For purposes of determining compliance Subsidiaries Incurred in accordance with this Section 5.13, (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 4.9 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 advancesSection 4.12 hereof.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers shall Except as provided in clause (b) below, the Issuer will not, and shall will not permit any Restricted Subsidiaries Subsidiary to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to: (1i) pay dividends or make any other distributions permitted by applicable law on or in respect of any Capital Stock Equity Interests of such a Restricted Subsidiary owned by an Issuer or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an the Issuer or any other Restricted Subsidiary;, (3ii) make loans pay any Debt or advances other obligation owed to an the Issuer or any other Restricted Subsidiary; , (iii) make loans or advances to, or Guarantee any Debt or other obligations of, or make any Investment in, the Issuer or any Restricted Subsidiary, or (4iv) transfer any of its property or assets to an the Issuer or any other Restricted Subsidiary. (b) Section 5.13(aThe provisions of clause (a) shall do not restrict apply to any encumbrances or restrictions: (1i) existing under, by reason of or with respect to this Indenture, the Credit Agreement and any other agreement in effect on the Issue Date as in this Indenture or any other agreements in effect on the Issue Date, and any amendments, modifications, restatements, extensions, increasesrenewals, supplements, refundings, refinancing, renewals replacements or replacements refinancings of such agreementsany of the foregoing; provided, however, provided that the encumbrances and restrictions in any such amendmentsthe amendment, modificationsmodification, restatementsrestatement, extensionsextension, increasesrenewal, supplements, refundings, refinancing, renewals replacement or replacements are not materially more restrictiverefinancing are, taken as a whole, in the good faith judgment of the Issuer, no less favorable in any material respect to the Holders of the Notes than those in effect on the Issue Dateencumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced; (2ii) existing under, under or by reason of applicable law, rule, regulation or order; (iii) existing (A) with respect to any other Indebtedness of the Issuers Person, 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 any Person, at the time the Person is acquired by an the Issuer or any Restricted Subsidiary, existing or (B) with respect to any Unrestricted Subsidiary at the time of such acquisition and not Incurred in contemplation thereofit is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions (i) are not applicable to any other Person or the property or assets of any other Person other than such Person or the property or assets and (ii) were not put in place in anticipation of such Person so acquired event and any amendments, modifications, restatements, extensions, increasesrenewals, supplementsreplacements or refinancings of any of the foregoing, refundings, refinancing, renewals or replacements thereof; provided, however, provided that the encumbrances and restrictions in the amendment, modification, restatement, extension, renewal, replacement or refinancing are, taken as a whole, in the good faith judgment of the Issuer, as the case may be, no less favorable in any such amendmentsmaterial respect to the Holders of the Notes than the encumbrances or restrictions being amended, modificationsmodified, restatementsrestated, extensionsextended, increasesrenewed, supplements, refundings, refinancing, renewals replaced or replacements are entered into refinanced; (iv) of the type described in paragraph (a)(iv) arising or agreed to 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; (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 subject to a lease, license, conveyance or contract or similar property or asset, contract, including with respect to intellectual property, (ii) existing that restrict in a customary manner, pursuant to provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, including the LGI-Chile Shareholders’ Agreement and the LGI-Colombia Members’ Agreement and other similar agreements, the transfer of ownership interests in, or assets of, such partnership, limited liability company, joint venture or similar Person (in each case relating solely to the respective partnership, limited liability company, joint venture or similar Person) or (iii) by virtue of any transfer ofLien on, or agreement to transfer, option or similar right with respect to, or Lien on, to any property or assets of an of, the 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 wholeSubsidiary; (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 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 other than the assets and property of such Subsidiary; and (7v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such the Restricted Subsidiary that restricts distributions is permitted by that Restricted Subsidiary pending the closing of such sale or other disposition.Section 4.14; (cA) Nothing contained in this Section 5.13 shall prevent an the terms governing any Debt if (as determined in good faith by the Issuer) (i) the encumbrances or restrictions are ordinary and customary for a financing of that type and (ii) the encumbrances or restrictions either (x) would not, at the time agreed to, be expected to materially adversely affect the ability of the Issuer or any Restricted Subsidiary from restricting Guarantor to make payments on the sale Notes or other disposition (y) in the case of property or assets any Permitted Refinancing Debt, are, taken as a whole, no less favorable in any material respect to the Holders of an Issuer the Notes than those contained in the agreements governing the Debt being refinanced; or (B) required pursuant to this Indenture, the Notes 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 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 advancesNote Guaranty.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers shall Except as provided in Section 3.14(b), the Company will not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions permitted by applicable law on any or in respect of its Capital Stock of such to the Company or any other Restricted Subsidiary owned by an Issuer or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer the Company or any other Restricted Subsidiary; (32) make loans or advances to an Issuer to, or Guarantee any Indebtedness or other obligations of, or make any Investment in, the Company or any other Restricted Subsidiary; or (43) transfer any of its property or assets to an Issuer the Company or any other Restricted Subsidiary. (b) Section 5.13(a3.14(a) shall will not restrict any apply to encumbrances or restrictionsrestrictions existing under or by reason of: (1) existing under, by reason of or with respect to this applicable law; (2) the Indenture, ; (3) the Credit Agreement and any other agreement indenture governing the 8-3/8% Notes as in effect on the Issue Date Date, and any amendments or restatements thereof; provided that any amendment or restatement is not materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Date; (4) the Bank Credit Facilities as in effect on the Issue Date, and any amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancing, renewals replacements or replacements of such agreementsrefinancings thereof; provided, howeverthat any amendment, that the encumbrances and restrictions in any such amendmentsrestatement, modificationsrenewal, restatements, extensions, increases, supplements, refundings, refinancing, renewals replacement or replacements are refinancing is not materially more restrictive, taken as a whole, restrictive with respect to such encumbrances or restrictions than those in effect existence on the Issue Date; (25) existing under, by reason customary non-assignment provisions of any contract and customary provisions restricting assignment or with respect to any other Indebtedness of the 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 subletting 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 lease governing a leasehold interest 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 customary restriction on the date ability 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 to dividend, distribute or otherwise prohibited transfer any asset which secures Indebtedness secured by this a Lien, in each case permitted to be Incurred under the 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 instrument governing Acquired Indebtedness not Incurred in connection with, or in anticipation or contemplation of, the relevant acquisition, merger or consolidation, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (7) restrictions 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 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 other than the assets and property of such Subsidiary; and (7) with respect to a Restricted Subsidiary and Company imposed pursuant to an a binding agreement that which has been entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary; provided, that such restrictions apply solely to the Capital Stock of, or property and assets of, of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending being sold; (8) customary restrictions imposed on the closing transfer of such sale copyrighted or patented materials or other disposition.intellectual property; or (c9) Nothing an agreement governing Indebtedness Incurred to Refinance the Indebtedness issued, assumed or Incurred pursuant to an agreement referred to in Section 3.14(b)(3), (4) or (6); provided, that such Refinancing agreement is not materially more restrictive with respect to such encumbrances or restrictions than those contained in 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 5.13agreement referred to in such clauses (3), (14) 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 advances6).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers Except as provided in Section 3.12(b), the Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to: (1i) pay dividends or make any other distributions permitted by applicable law on any or in respect of its Capital Stock of such to the Company or any other Restricted Subsidiary owned by an Issuer or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer the Company or any other Restricted Subsidiary; (3ii) make loans or advances to an Issuer to, or Guarantee any Indebtedness or other obligations of, or make any Investment in, the Company or any other Restricted Subsidiary; or (4iii) transfer any of its property or assets to an Issuer the Company or any other Restricted Subsidiary. (b) Section 5.13(a3.12(a) shall not restrict any apply to encumbrances or restrictionsrestrictions existing under or by reason of: (1i) existing underapplicable law, by reason of rule, regulation or with respect to order; (ii) this Indenture, the Credit Agreement and Notes or the Subsidiary Guarantees; (iii) the terms of any other agreement in effect Indebtedness outstanding on the Issue Date as Date, and any amendments or restatements thereof; provided that any amendment or restatement is not materially more restrictive with respect to such encumbrances or restrictions than those in existence on the Issue Date; (iv) the Franchise Documents or the L/C Documents; (v) the terms of any binding agreement with respect to any Restricted Subsidiary relating to its Capital Stock or assets in effect on the Issue Date, and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals amendments or replacements of such agreementsrestatements thereof; provided, however, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals amendment or replacements are restatement is not materially more restrictive, taken as a whole, restrictive with respect to such encumbrances or restrictions than those in effect existence on the Issue Date; (2vi) existing under, by reason restrictions on the transfer of or with respect assets subject to any other Indebtedness of the 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 duePermitted Lien; (3vii) existing with respect to any Person or customary provisions restricting the property or assets ability of such Person acquired by an Issuer or any Restricted Subsidiary, existing at the time of such acquisition Subsidiary to undertake any action described in Section 3.12(a)(i) through Section 3.12(a)(iii) in joint venture agreements 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 similar agreements entered into in the ordinary course of business or not materially more restrictive, taken as a whole, than those contained in and with the instruments or agreements with respect to such Person or its property or assets as in effect on approval of the date Company’s Board of such acquisitionDirectors; (4viii) 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 cash or covered thereby, or (iv) arising other deposits imposed by customers under contracts or other arrangements entered into 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; (6ix) customary non-assignment provisions of any encumbrance license agreement or other contract and customary provisions restricting assignment or subletting in any lease governing a leasehold interest of any Restricted Subsidiary, or any customary restriction on the ability of a Restricted Subsidiary to dividend, distribute or otherwise transfer any asset that is subject to a Lien that secures Indebtedness, in each case permitted to be Incurred under this Indenture; (x) restrictions 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 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 other than the assets and property of such Subsidiary; and (7) with respect to a Restricted Subsidiary and Company imposed pursuant to an a binding agreement that which has been entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary; provided that such restrictions apply solely to the Capital Stock of, or property and assets of, of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the closing of such sale or other disposition.being sold; (cxi) Nothing contained in this Section 5.13 shall prevent an Issuer customary restrictions imposed on the transfer of copyrighted or patented materials; (xii) Purchase Money Indebtedness and Capital Lease Obligations that impose encumbrances and restrictions only on the assets so acquired or subject to lease; (xiii) restrictions (A) with respect to any Restricted Subsidiary from restricting Person, or to the sale or other disposition of property or assets of an Issuer any Person, at the time the Person is acquired by the Company or any Restricted Subsidiary, or (B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, which encumbrances or restrictions (i) are not applicable to any other Person or the property or assets of its any other Person and (ii) were not put in place in anticipation of such event and any extensions, renewals, replacements or refinancings of any of the foregoing, provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the noteholders than the encumbrances or restrictions being extended, renewed, replaced or refinanced; (xiv) pursuant to provisions in instruments governing other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries permitted to be Incurred after the Issue Date pursuant to Section 3.8; provided that secure Indebtedness (i) such provisions are customary for instruments of such type (as determined in good faith by the Company’s Board of Directors) and (ii) the Company’s Board of Directors determines in good faith that such restrictions will not materially adversely impact the ability of the Issuers Company to make required principal and interest payments on the Notes; (xv) customary restrictions pursuant to any Permitted Receivables Financing; and (xvi) an agreement governing Indebtedness Incurred to Refinance the Indebtedness issued, assumed or any Incurred pursuant to an agreement referred to in clauses (i)–(xvi) of their Restricted Subsidiaries. For purposes of determining compliance with this Section 5.13, 3.12(b); provided that such Refinancing agreement is not materially more restrictive with respect to such encumbrances or restrictions than those contained in the agreement referred to in such clauses (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 advancesi)–(xvi).

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers shall QCP will not, and shall will not permit any of its Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary of QCP to: (1) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by an Issuer QCP or any other Restricted Subsidiary of its Restricted SubsidiariesQCP; (2) pay any Indebtedness owed to an Issuer QCP or any other Restricted SubsidiarySubsidiary of QCP; (3) make loans or advances to an Issuer QCP or any other Restricted SubsidiarySubsidiary of QCP; or (4) transfer its property or assets to an Issuer QCP or any other Restricted SubsidiarySubsidiary of QCP. (b) Section 5.13(a4.13(a) shall not restrict any encumbrances or restrictions: (1) existing under, by reason of or with respect to to, this Indenture, the Notes, the Notes Guarantees, the Credit Agreement and Agreement, the Unsecured Credit Facility, any Existing Indebtedness, any other agreement in effect on the Issue Spin-Off Completion Date as in effect on the Issue 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 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 effect those agreements on the Issue DateSpin-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 of the Issuers or their Restricted Subsidiaries permitted under this IndentureIndenture (and not included in clause (1) above); provided, however, that the Issuers have determined in good faith that the encumbrances and restrictions contained in the agreement or agreements governing the such Credit Facility or other Indebtedness (x) are not materially more restrictive, taken as a whole, than those contained in customary comparable financings and will not impair 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 any material respect the Issuers’ and the Guarantors’ ability to make payments each case, as in effect on the Notes and Guarantees thereof when dueSpin-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 an Issuer QCP or any Restricted SubsidiarySubsidiary 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 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 acquisitionacquisition (or such Person so becoming a Restricted Subsidiary of QCP); (45) existing under, by reason of or with respect to provisions in joint venture, partnership, operating or similar agreementsagreements entered into in connection with a Permitted Business; (56) in the case of Section 5.13(a)(4):the last bullet in the first paragraph of this covenant: (iA) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to, or that is, a lease, license, conveyance or contract or similar property or asset, (iiB) other encumbrances or restrictions contained in or with respect to the Master Lease and the properties subject thereto, (C) 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 QCP or any Restricted Subsidiary of QCP not otherwise prohibited by this Indenture, (iiiD) existing under, by reason of or with respect to (1i) purchase money obligations for property acquired in the ordinary course of business or (2ii) capital leases or operating leases 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 (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 (ivE) 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 QCP or any Restricted Subsidiary of QCP in any manner material to an Issuer QCP 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 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 other than the assets and 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; (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; (17) 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 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. (c) Nothing contained in this Section 5.13 4.13 shall prevent an Issuer QCP or any Restricted Subsidiary of QCP from (a) restricting the sale or other disposition of property or assets of an Issuer QCP or any of its Restricted Subsidiaries that secure Indebtedness of the Issuers or any of their Restricted SubsidiariesSubsidiaries permitted by this Indenture or (b) creating, Incurring, assuming or suffering to exist any Liens otherwise permitted by this Indenture. For purposes of determining compliance with this Section 5.13, (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.Section

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, create directly or otherwise indirectly, cause or suffer to exist or 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 such Restricted Subsidiary to: to (1i) pay dividends or make any other distributions permitted on its Capital Interests owned by applicable law on the Company or any Capital Stock of such Restricted Subsidiary owned by an Issuer or pay any Debt or other obligation owed to the Company or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer or any other Restricted Subsidiary; , (3ii) make loans or advances to an Issuer the Company or any other Restricted Subsidiary; or Subsidiary thereof or (4iii) transfer any of its property or assets to an Issuer the Company or any other Restricted Subsidiary.. However, the preceding restrictions will not apply to the following encumbrances or restrictions (including those existing under or by reason of): (ba) Section 5.13(a) shall not restrict any encumbrances encumbrance or restrictions: (1) existing under, by reason of or with respect to this Indenture, the Credit Agreement and any other agreement restriction in effect on the Issue Date as in effect 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, extensionsrenewals, increases, supplements, refundings, refinancingreplacements, renewals or replacements refinancings, of any of the agreements or documents providing for such agreements; providedexisting encumbrances and restrictions, however, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancingreplacements or refinancings, renewals or replacements in the good faith judgment of the Company, are not materially no more restrictiverestrictive in any material respect, taken as a whole, with respect to such encumbrances and restrictions than those contained in effect these agreements and documents on the Issue Date;. (2b) existing under, by reason of any encumbrance or with respect to any other Indebtedness of the 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, restriction existing at the time of such the acquisition and not Incurred in contemplation thereofof property, which 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 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 acquired and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements thereof; provided, however, that the long as such encumbrances and restrictions contained in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements agreement are entered into in the ordinary course of business or not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in the instruments agreements governing the Debt being renewed, refunded, replaced, refinanced or agreements with respect to such Person or its property or assets as extended in effect on the date good faith judgment of such acquisitionthe Company; (4e) existing under, by reason of customary provisions restricting subletting 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, licensesublease, conveyance or contract or similar property or asset, (ii) existing by virtue of any transfer of, agreement to transfer, option or right with respect tocontract, or Lien on, any property or assets license of an Issuer the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, (iii) existing under, by reason or provisions in agreements that restrict the assignment 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 such agreement or any Restricted Subsidiary in any manner material to an Issuer and its Restricted Subsidiaries taken as a wholerights thereunder; (6f) 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 such Subsidiary is a party to applicable law, rule, regulation, order, approval, license, permit 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 other than the assets and 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 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.similar restriction;

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers shall Company will not, and shall will not permit any of its Restricted Subsidiaries (that is not a Guarantor) to, create directly or otherwise indirectly, cause or suffer to exist or 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 such Restricted Subsidiary to: to (1) pay dividends or make any other distributions permitted on its Capital Interests owned by applicable law on the Company or any Capital Stock of such Restricted Subsidiary owned by an Issuer or pay any Debt or other obligation owed to the Company or any Restricted Subsidiary, (2) make loans or advances to the Company or any Restricted Subsidiary or (3) sell, lease or transfer any of its property or assets to the Company or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer or any other Restricted Subsidiary; (3) make loans or advances to an Issuer or any other Restricted Subsidiary; or (4) transfer its property or assets to an Issuer or any other Restricted Subsidiary. (b) Section 5.13(a4.08(a) hereof shall not restrict any apply to the following encumbrances or restrictionsrestrictions existing under or by reason of: (1) existing under, by reason of any encumbrance or with respect to this Indenture, the Credit Agreement and any other agreement restriction in effect on the Issue Date as in effect existence on the Issue Date, including those required by the Credit Agreement and any amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancingreplacements, renewals or replacements of such agreements; providedrefinancings thereof, however, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancingreplacement or refinancings, renewals or replacements in the good faith judgment of the Company, are not materially no more restrictive, taken as a whole, with respect to such dividend or other payment restrictions than those contained in effect these agreements on the Issue DateDate or refinancings thereof; (2) existing underany encumbrance or restriction pursuant to an agreement relating to an acquisition of property, by reason 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 respect the acquisition thereof, other than in connection with the refinancing of Debt related to any other Indebtedness of the 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 dueacquired property); (3) existing any encumbrance or restriction which exists with respect to any a Person that becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary of the property Company on or assets 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 acquired by an Issuer or any becoming a Restricted SubsidiarySubsidiary (other than in connection with the refinancing of Debt at such Person), existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are 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; (4) 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 (1) through (3) of this Section 4.08(b), so acquired and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements thereof; provided, however, that long as the encumbrances and restrictions contained in any such amendmentsrefinancing 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, modificationsrefunded, restatementsreplaced, extensionsrefinanced or extended in the good faith judgment of the Company; (5) customary provisions restricting subletting or assignment of any lease, increasescontract, supplementsor license of the Company or any Restricted Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder; (6) any encumbrance or restriction by reason of applicable law, refundingsrule, refinancingregulation or order; (7) any encumbrance or restriction under this Indenture, renewals the Notes and the Note Guarantees; (8) any encumbrance or replacements are restriction on the sale of assets or Capital Interests, including, without limitation, any agreement for the sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary, pending its sale or other disposition; (9) restrictions on cash and other deposits or net worth imposed by customers under contracts 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 consistent with past practice; (10) customary provisions with respect to such Person the disposition or its distribution of assets or property or assets as in effect on the date of such acquisition; (4) existing underJoint Venture agreements, by reason of or with respect to provisions in joint venturepartnership agreements, operating or asset sale agreements, stock sale agreements, sale leaseback agreements and other similar agreements; (511) any instrument or agreement governing Debt or Capital Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Capital Interests was incurred in connection with or in contemplation of such acquisition other than in connection with the refinancing of existing 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 property or assets of the Person, so acquired, provided that, in the case of Section 5.13(a)(4):Debt, such Debt was permitted by the terms of this Indenture to be incurred; (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 (112) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business or (2) capital leases or operating leases consistent with past practice that impose encumbrances or restrictions on the that property so acquired or covered thereby, or of the nature described in clause (iv3) 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 wholeSection 4.08(a) hereof; (613) any encumbrance or restriction existing by reason of any Liens otherwise permitted to be incurred under this Indenture, including the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; and (14) any other instrument or agreement governing Debt (1) entered into after the Issue Date that contains encumbrances and restrictions that are not materially more restrictive with respect to a any Restricted Subsidiary than those in effect on the Issue Date with respect to that is a Guarantor which was previously an Unrestricted Restricted Subsidiary pursuant to agreements in effect on the Issue Date or by reason (2) either (a) the Company determines, in good faith, at the time of an entry into such agreement or instrument that such Subsidiary is a party encumbrance or restrictions will not adversely affect, in any material respect, the Company’s ability to make principal or entered into before interest payments on 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 Notes or (b) such encumbrance or restriction does not extend applies only during the continuance of a default relating to any assets such agreement or property of the Issuers or any other Restricted Subsidiary other than the assets and 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 dispositioninstrument. (c) Nothing contained in this Section 5.13 4.08 shall prevent an Issuer the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted pursuant to Section 4.12 hereof or (2) restricting the sale or other disposition of property or assets of an Issuer the Company or any of its Restricted Subsidiaries that secure Indebtedness Debt of the Issuers Company or any of their its Restricted Subsidiaries. For purposes of determining compliance Subsidiaries Incurred in accordance with this Section 5.13, (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 Sections 4.09 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 advances4.12 hereof.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers shall Except as provided in Section 4.11(b), the Guarantor will not, and shall will not permit any of its Restricted Subsidiaries to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to: (1i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock Equity Interests of such the Restricted Subsidiary owned by an Issuer or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer the Guarantor or any other Restricted Subsidiary;, (3ii) pay any Debt or other obligation owed to the Guarantor or any other Restricted Subsidiary, (iii) make loans or advances to an Issuer the Guarantor or any other Restricted Subsidiary; , or (4iv) transfer any of its property or assets to an Issuer the Guarantor or any other Restricted Subsidiary. (b) The provisions of Section 5.13(a4.11(a) shall do not restrict apply to any encumbrances or restrictions: (1i) existing under, by reason of or with respect to this Indenture, the Credit Agreement and any other agreement in effect on the Issue Date as provided for in this Indenture or any other agreements in effect on the Issue Date, and any amendments, modifications, restatements, extensions, increasesrenewals, supplements, refundings, refinancing, renewals replacements or replacements refinancings of such agreementsany of the foregoing; provided, however, provided that the encumbrances and restrictions in any such amendmentsthe extension, modificationsrenewal, restatements, extensions, increases, supplements, refundings, refinancing, renewals replacement or replacements are not materially more restrictiverefinancing are, taken as a whole, no less favorable in any material respect to the Holders than those in effect on the Issue Dateencumbrances or restrictions being extended, renewed, replaced or refinanced; (2ii) existing under, under or by reason of or applicable law; (iii) existing with respect to any Person, or to the Property of any Person, at the 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 Indebtedness 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 Issuers or their Restricted Subsidiaries permitted under this Indentureforegoing; provided, however, that the Issuers have determined in good faith that provided the encumbrances and restrictions contained in the agreement extension, renewal, replacement or agreements governing the other Indebtedness are not materially more restrictiverefinancing are, taken as a whole, than those contained in customary comparable financings and will not impair no less favorable in any material respect to the Issuers’ and Holders than the Guarantors’ ability to make payments on the Notes and Guarantees thereof when dueencumbrances or restrictions being extended, renewed, replaced or refinanced; (3iv) existing with respect of the type described in Section 4.11(a)(iv) arising or agreed 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 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): (iA) that restrict in a customary manner the subletting, assignment or transfer of any property or asset Property that is subject to a lease, license, conveyance lease or contract license or similar property or asset, (iiB) existing by virtue of any transfer ofLien on, or agreement to transfer, option or similar right with respect toto any Property of, or Lien on, any property or assets of an Issuer the Guarantor 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 wholeSubsidiary; (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 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 other than the assets and property of such Subsidiary; and (7v) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets 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 restricts distributions by that Restricted Subsidiary pending was entered into in the closing ordinary course of such sale or other disposition.business; (cviii) Nothing contained imposed by the standard loan documentation in this Section 5.13 shall prevent an Issuer or any Restricted Subsidiary connection with loans 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 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.a)

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any such Restricted Subsidiary to: (1a) pay dividends or make any other distributions permitted by applicable law to Parent or any of its Restricted Subsidiaries on its Capital Stock; (b) pay any Capital Stock of such Restricted Subsidiary owned by an Issuer Indebtedness owed to Parent or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer or any other Restricted Subsidiary; (3c) make loans or advances to an Issuer Parent or any other of its Restricted SubsidiarySubsidiaries; or (4d) transfer Transfer any of its property properties or assets to an Issuer Parent or any other of its Restricted Subsidiary. (b) Section 5.13(a) shall not restrict any Subsidiaries, except for such encumbrances or restrictionsrestrictions existing under or by reason of any of the following: (1) existing under, by reason of or with respect to this IndentureExisting Indebtedness, the New Credit Agreement Facility 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 amendments or replacements of refinancings thereof; provided that such agreements; provided, however, that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals amendments or replacements refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances or restrictions than those contained in effect such Existing Indebtedness or the New Credit Facility, as the case may be, on the Issue Date; (2) existing under, by reason of or with respect to any other Indebtedness of the Issuers or their Restricted Subsidiaries permitted under this Indenture, the Security Documents, the Notes, the Exchange Notes and the Note Guarantees; (3) any Additional Pari Passu First Priority Indebtedness, Additional Pari Passu Second Priority Indebtedness and Additional Pari Passu Third Priority Indebtedness and any amendments or refinancings thereof; provided, however, that the Issuers have determined in good faith provided that the encumbrances and restrictions contained in the agreement or agreements governing the other such 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 this Indenture or the Issuers’ and the Guarantors’ ability to make payments on the Notes and Guarantees thereof when dueNew Credit Facility; (34) existing with respect to applicable law, rule, regulation or order; (5) any Person instrument governing Indebtedness or the property or assets Capital Stock of such a Person acquired by an Issuer Parent or any of its Restricted SubsidiarySubsidiaries, existing as in effect at the time of acquisition (except to the extent such acquisition and not Incurred Indebtedness was incurred in connection with, or in contemplation thereofof, such acquisition), which encumbrances encumbrance or restrictions are restriction is not applicable to any Person Person, or the property properties or assets of any Person Person, other than such Person the Person, or the property assets of the Person, so acquired; provided that in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (6) 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; (7) 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; provided that (a) such Person so acquired 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; (8) Liens securing Indebtedness otherwise permitted to be incurred pursuant to Section 4.11 that (y) limit the right of Parent or any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals of its Restricted Subsidiaries to Transfer or replacements thereof; provided, however, that dispose of the encumbrances and assets subject to such Lien or (z) place any restriction on Parent’s or such Restricted Subsidiaries’ use of the assets subject to such Lien; (9) restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals on cash or replacements are other deposits or net worth requirements imposed by customers under contracts entered into in the ordinary course of business or business; (10) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in either (a) the instruments agreements governing the Indebtedness being refinanced or agreements with respect to such Person or its property or assets (b) the New Credit Facility as in effect on the date of such acquisitionIssue Date; (411) Non-Recourse Accounts Receivable Subsidiary Indebtedness or other contractual requirements of an Accounts Receivable Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Accounts Receivables Subsidiary or the receivables which are subject to the Qualified Receivables Transaction; (12) 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 undercontractual encumbrances and restrictions; (13) protective liens filed in connection with Sale and Leaseback Transactions permitted under Section 4.15; (14) 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; (15) 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; (16) restrictions in effect on the Issue Date that are contained in charter documents or shareholder agreements relating to any Restricted Subsidiary and any amendments thereof; provided that such amendments are not materially more restrictive, by reason of or taken as a whole, with respect to provisions such restrictions than those contained in joint venture, operating such document or similar agreements;agreement as in effect on the Issue Date; and (517) Indebtedness of (y) Non-Guarantor Subsidiaries incurred pursuant to clause (1) or (13) of subsection (b) of Section 4.09 and (z) the Company or any Guarantor incurred pursuant to Section 4.09; provided that (i) in the case of Section 5.13(a)(4): subclause (iz) 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 above 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 therebyany Guarantor, 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 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 may exist only for so long as such Guarantor continues to any assets or property Guarantee the Notes and (ii) in the case of subclauses (y) and (z) above, the Board of Directors of Parent shall have determined in good faith (as evidenced by a resolution of the Issuers Board of Directors) at the time that such encumbrance or any other Restricted Subsidiary other than restriction is created that such encumbrance or restriction, as the assets and property of such Subsidiary; and (7) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for case may be, will not impair the sale or disposition ability of the Capital Stock of, or property Company to make scheduled payments of interest 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 Preferred Stock in receiving dividends or liquidating distributions prior to distributions being paid on common stock shall not be deemed a restriction principal on the ability to make distributions on Capital Stock Notes in each case as 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 advanceswhen due.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary of the Company to: (1) pay dividends or make any other distributions permitted by applicable law on to the Company or any Capital Stock of such Restricted Subsidiary owned by an Issuer of the Company (a) on its Capital Stock, or (b) with respect to any other interest or any of participation in, or measured by, its Restricted Subsidiariesprofits, or; (2) pay repay any Indebtedness owed to an Issuer or any other obligation owed to the Company or any Restricted SubsidiarySubsidiary of the Company; (3) make loans or advances or capital contributions to an Issuer the Company or any other of its Restricted SubsidiarySubsidiaries; or (4) transfer any of its property properties or assets to an Issuer the Company or any other of its Restricted Subsidiary. (b) Section 5.13(a) shall not restrict any Subsidiaries; except for such encumbrances or restrictionsrestrictions existing under or by reason of: (1) encumbrances or restrictions existing under, by reason of or with respect to this Indenture, the Credit Agreement and any other agreement in effect on the Issue Date as to the extent and in the manner such encumbrances and restrictions were in effect on the Issue Date, including without limitation pursuant to the Senior Credit Facility and any amendmentsamendment, modificationsmodification, restatementsrestatement, extensionsrenewal, increases, supplements, refundings, refinancing, renewals replacements or replacements refinancing thereof; PROVIDED that any of such agreements; provided, however, that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements foregoing are not materially more restrictive, taken as a whole, restrictive than those in effect on the Issue Date;, (2) existing under, by reason of or with respect to any other Indebtedness of the 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 duethe Guarantees; (3) existing with respect applicable law, rules or regulations; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person Person, or the properties or assets of any Person, other than the Person, or the property or assets of such the Person acquired by an Issuer or (including any Restricted SubsidiarySubsidiary of the Person), 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; (4) existing under, by reason of or with respect to provisions in joint venture, operating or similar agreementsacquired; (5) customary provisions 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 other agreements entered 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 Refinancing Indebtedness; PROVIDED that such restrictions are not materially more restrictive than those contained in the agreements governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or restriction refunded; (7) customary restrictions in security agreements or mortgages securing Indebtedness of the Company or a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements and mortgages; (8) customary restrictions 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 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 other than the assets and property of such Subsidiary; and (7) with respect to a Restricted Subsidiary and imposed Company 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 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 such Restricted Subsidiary; (9) any agreement relating to a Sale and Lease-Back Transaction, a Capitalized Lease Obligation 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 5.13Purchase Money Indebtedness, (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 but only on the ability property subject to make distributions on Capital Stock such Sale and (2) Lease-Back Transaction, Capitalized Lease Obligation or Purchase Money Indebtedness and only to the subordination of loans extent that such restrictions or advances made encumbrances are customary with respect to a Sale and Lease-Back Transaction, Capitalized Lease Obligation or Purchase Money Indebtedness; (10) any other agreement, instrument or document relating to Senior Indebtedness hereafter in effect, PROVIDED that the terms and conditions of such encumbrances or restrictions are not materially more restrictive taken as a whole than those encumbrances or restrictions imposed in connection with the Senior Credit Facility as in effect on the date of this Indenture (which may result in encumbrances or restrictions which are not more restrictive than those applicable to the Company at a Restricted Subsidiary to other Subsidiary); or (11) encumbrances or restrictions contained in any Indebtedness incurred by a Foreign Subsidiary that apply only to such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advancesForeign Subsidiary.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers shall notNeither Financeco nor Solectron shall, and Solectron shall not permit any of its other Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind (other than those incurred during a Covenant Suspension Period) on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions permitted by applicable law on any its Capital Stock to Solectron or any of such its Restricted Subsidiary owned by an Issuer Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Solectron or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer or any other Restricted Subsidiary; (3) make loans or advances to an Issuer Solectron or any other of its Restricted SubsidiarySubsidiaries; or (43) transfer any of its property properties or assets to an Issuer Solectron or any other of its Restricted SubsidiarySubsidiaries. (b) The restrictions of Section 5.13(a4.10(a) shall not restrict any apply to encumbrances or restrictionsrestrictions existing under or by reason of: (1) any such encumbrance or restriction existing underon the date of this Indenture or under any agreements and instruments governing Existing Indebtedness, by reason of or with respect to this IndentureExisting Synthetic Lease Financings, the Credit Agreement Agreements and any other agreement agreements as in effect on the Issue Date as in effect on the Issue Date, and any amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancingreplacements or refinancings of those agreements, renewals or replacements of such agreements; provided, however, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancing, renewals replacement or replacements 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 effect those agreements on the Issue Datedate of this Indenture; (2) existing under, by reason of or with respect to any other Indebtedness of the Issuers or their Restricted Subsidiaries permitted under this Indenture; provided, however, that the Issuers have determined in good faith that the encumbrances Indenture 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 duerelated Guarantees; (3) existing 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 respect or in contemplation of such acquisition), which encumbrance or restriction is not applicable to Solectron or any Person 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 such Person acquired by an Issuer or any Restricted Subsidiarythe Person, existing at so acquired, provided that, in 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 case of any Person 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 than such Person agreements or the property instruments restricting assignment or restricting transfers of non-cash 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 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 not materially leased of the 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 Subsidiary pending its sale or other disposition; (8) any agreement or instrument governing 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 instruments or 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 such Person the disposition or its distribution of assets or property or assets as in effect on the date of such acquisition; (4) existing under, by reason of or with respect to provisions in joint ventureventure agreements, operating or partnership agreements, assets sale agreements, stock sale agreements and other 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 agreements entered into in the ordinary course of business, in each case to the extent that the counterparty to such agreement is not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value an Affiliate 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 wholeSolectron; (611) any encumbrance restrictions on cash or restriction with respect to a Restricted Subsidiary that is a Guarantor which was previously an Unrestricted Subsidiary pursuant to other deposits or net worth imposed 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 customers under contracts entered into in anticipation the ordinary course 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 other than the assets and property of such Subsidiary; andbusiness; (712) restrictions contained in Qualified Foreign Indebtedness; (13) with respect to a Restricted Subsidiary and imposed pursuant to an Subsidiary, any agreement that has been or investment entered into for after the sale Issue Date if (i) the encumbrance or disposition of restriction applies only if there is a default, (ii) the Capital Stock ofencumbrance is not materially more disadvantageous to Holders than in comparable financings (as determined by Solectron), and (iii) Solectron determines that the encumbrance or property restriction will not materially affect the ability to pay interest on the Notes at their Stated Maturity or principal and assets of, such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending accrued and unpaid interest on the closing of such sale or other disposition.Notes at their final Stated Maturity; (c14) Nothing contained under any customary provisions under any agreements, instruments or contracts relating to any Receivables Program; and (15) reasonable and customary borrowing base, net worth and similar covenants set forth in this Section 5.13 shall prevent an Issuer agreements evidencing Indebtedness otherwise permitted by the Indenture, provided that such covenants do not explicitly limit Solectron’s or its Restricted Subsidiaries’ ability to make dividends to or investments in Solectron or any of its Restricted Subsidiary from restricting Subsidiaries, guarantee the sale or other disposition obligations of property or assets of an Issuer Solectron or any of its Restricted Subsidiaries that secure Indebtedness of the Issuers or loan money to Solectron or any of their its Restricted Subsidiaries. For purposes of determining compliance with this Section 5.13, (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 Issuers shall Wise Intermediate Holdings will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer agree to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions permitted by applicable law on its Equity Interests to Wise Intermediate Holdings or any Capital Stock of such its Restricted Subsidiary owned by an Issuer Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to Wise Intermediate Holdings or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed make loans or advances to an Issuer Wise Intermediate Holdings or any other of its Restricted SubsidiarySubsidiaries; (3) make loans or advances pay any liabilities owed to an Issuer Wise Intermediate Holdings or any other of its Restricted SubsidiarySubsidiaries; or (4) transfer any of its property properties or assets to an Issuer Wise Intermediate Holdings or any other of its Restricted SubsidiarySubsidiaries. (b) Section 5.13(a4.11(a) shall will not restrict any apply to encumbrances or restrictionsrestrictions existing under or by reason of: (1) existing underthose in existence on the Closing Date in the Indenture, by reason of or with respect to this Indenturethe Existing Opco Indenture (and related security documents), the Credit Agreement (and related security documents) or any other agreement agreements in effect on the Issue Closing Date as in effect on the Issue Date, and any extensions, refinancings, renewals, replacements, amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals supplements or replacements restatements of such agreements; provided, however, provided that the encumbrances and restrictions in any such extensions, refinancings, renewals, replacements, amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals supplements or replacements restatements are not materially more restrictiveless favorable, taken as a wholewhole (as determined by Wise Intermediate Holdings in good faith), to the Holders than those encumbrances or restrictions that are then in effect on the Issue Dateand that are being extended, refinanced, renewed, replaced, amended, supplemented or restated; (2) existing underapplicable law, by reason of rules, regulations or with respect to any other Indebtedness of the 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 dueorders; (3) existing 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 respect or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person Person, or the properties or assets of any Person, other than the Person, or the property or assets of such Person acquired by an Issuer or any Restricted Subsidiarythe Person, 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 assets, so acquired; provided that, in the property or assets case of such Person so acquired Person’s Indebtedness, such Indebtedness was permitted to be incurred by the terms of the Notes and this Indenture, and any amendments, modifications, restatements, extensions, increasesrefinancings, supplementsrenewals, refundings, refinancing, renewals amendments or replacements thereofof such agreements; provided, however, provided further that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increasesrefinancings, supplementsrenewals, refundings, refinancing, renewals amendments or replacements are entered into 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 contained in any agreement for the sale or 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 ordinary course terms of business or not materially more restrictiveany 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 whole, are not materially less favorable to the Holders than those encumbrances and restrictions contained in the instruments 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 Notes than is customary in comparable financings available to the 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 agreements 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 such Person or its property or assets as in effect on the 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 conveyance, contract or similar property or asset,; (ii7) 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 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; (28) restrictions on cash or other deposits or net worth under contracts entered into in the ordinary course of business; (9) capital leases encumbrances and restrictions in Indebtedness refinancing other Indebtedness; provided that the encumbrances and restrictions contained in the new Indebtedness are not materially less favorable, taken as a whole (as determined by Wise Intermediate Holdings in good faith), to the Holders, than those contained in the Indebtedness being refinanced; (10) encumbrances on property at the time the property was acquired by Wise Intermediate Holdings or operating leases that impose a Restricted Subsidiary, which encumbrances are not applicable to any other properties or assets of Wise Intermediate Holdings or its Restricted Subsidiaries; (11) 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 on 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 property so acquired or covered thereby, ortransactions contemplated under such Qualified Securitization Transaction in the good faith determination of Wise Intermediate Holdings; and (iv13) any encumbrances or restrictions arising or agreed to in the ordinary course of business, and not relating to any Indebtedness, and that Wise Intermediate Holdings determines in good faith do not, individually or in the aggregate, detract from materially affect the value of property Issuers’ ability to make future principal 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 such Subsidiary is a party to or entered into before interest payments on 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 other than the assets and 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) Notes. Nothing contained in this Section 5.13 4.11 shall prevent an Issuer 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 an Issuer Wise Intermediate Holdings or any of its Restricted Subsidiaries that secure Indebtedness of the Issuers Wise Intermediate Holdings or any of their its Restricted Subsidiaries. For purposes of determining compliance with this Section 5.134.11, (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 Wise Intermediate Holdings or a Restricted Subsidiary to other Indebtedness incurred by Wise Intermediate Holdings or any 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 Issuers Parent shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any such Restricted Subsidiary of the Parent to: (1i) pay dividends or make any other distributions permitted by applicable law on any or in respect of its Capital Stock of such Restricted Subsidiary owned by an Issuer to the Parent or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer or any other Restricted Subsidiary; (3ii) make loans or advances or to an Issuer pay any Indebtedness or other obligation owed to the Parent or any other Restricted SubsidiarySubsidiary of the Parent; or (4iii) transfer any of its property or assets to an Issuer the Parent or any other Restricted SubsidiarySubsidiary of the Parent. (b) Section 5.13(a4.08(a) shall not restrict any apply to encumbrances or restrictionsrestrictions existing under or by reason of: (1i) existing underapplicable law, by reason of rule, regulation or with respect to order; (ii) this Indenture, the Credit Agreement Notes and any Note Guarantees; (iii) customary provisions of any contract, lease or license restricting assignments, subservicing, subcontracting or other agreement in effect 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 as in effect on the Issue Date, and any amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancing, renewals replacements or replacements of such agreementsrefinancings thereof; provided, however, provided that the encumbrances and any restrictions in imposed pursuant to any such amendmentsamendment, modificationsmodification, restatementsrestatement, extensionsrenewal, increasesincrease, supplementssupplement, refundingsrefunding, refinancing, renewals replacement or replacements refinancing are ordinary and customary with respect to facilities similar to the Existing Facilities (under the relevant circumstances) and will not materially more restrictiveaffect 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, taken as a wholeincluding the Senior Credit Facility, than those to the extent and in the manner such agreements are in effect on the Issue Date; (2vii) existing under, by reason restrictions on the transfer of or with respect to any assets (other Indebtedness than cash) held in a Restricted Subsidiary of the Issuers or their Restricted Subsidiaries permitted Parent imposed under any agreement governing Indebtedness incurred in accordance with this Indenture; provided; (viii) provisions in agreements evidencing Permitted Funding Indebtedness that impose restrictions on the collateral securing such Indebtedness, howeverprovide for financial covenants, that limitations on affiliate transactions, the Issuers have transfer of all or substantially all assets, other fundamental changes or other customary limitations which, in each case as determined in good faith that by the encumbrances and restrictions contained in the agreement Company, are customary or agreements governing the other Indebtedness are will not materially more restrictiveaffect the ability of the Company to pay the principal, taken as a whole, than those contained in customary comparable financings interest and will not impair in any material respect the Issuers’ and the Guarantors’ ability to make payments premium on the Notes and Guarantees thereof when dueNotes; (3ix) existing with respect restrictions on the transfer of assets subject to any Lien 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 or pending the property or assets closing of such sale; (xi) any agreement or instrument governing Capital Stock of any Person acquired by an Issuer that is acquired; (xii) the requirements of any Securitization, Warehouse Facility or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions MSR Facility that are not exclusively applicable to any Person Securitization Entity, Warehouse Facility Trust, MSR Facility Trust or special purpose Subsidiary of the Parent formed in connection therewith; (xiii) customary provisions in joint venture and other similar agreements relating solely to the assets or the property or assets of any Person other than such Person or the property or assets Equity Interests of such Person so acquired joint venture; (xiv) customary provisions in leases, licenses 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 other agreements 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 acquisitionbusiness; (4xv) existing under, restrictions on cash or other deposits or net worth imposed by reason customers or other counterparties of or with respect to provisions the Parent and its Restricted Subsidiaries under contracts entered into in joint venture, operating or similar agreementsthe ordinary course of business; (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 (1xvi) purchase money obligations for property acquired in the ordinary course of business or (2) capital leases or operating leases and Capitalized Lease Obligations that impose encumbrances or restrictions on the property so acquired purchased or covered therebyleased 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, oragreement 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 Company to pay the principal, interest and premium on the Notes, as determined in good faith by the Company; and (xix) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (ii) through (iv) arising and (vi) through (xviii) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or agreed to refinancings are, in the ordinary course good faith judgment of businessthe Company’s Board of Directors whose judgment shall be conclusively binding, not relating materially more restrictive with respect to any Indebtednesssuch dividend and other payment restrictions, 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 such Subsidiary is a party to or entered into before , than those contained in 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 other than the assets and 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 dividend 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 Preferred Stock in receiving dividends or liquidating distributions payment restrictions 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 such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement 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 advancesrefinancing.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, create directly or otherwise indirectly, cause or suffer to exist or 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 such Restricted Subsidiary to: to (1i) pay dividends or make any other distributions permitted by applicable law on its Capital Interests to the Company or any Capital Stock of such Restricted Subsidiary owned by an Issuer or pay any Debt owed to the Company or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer or any other Restricted Subsidiary; , (3ii) make loans or advances to an Issuer the Company or any other Restricted Subsidiary; or Subsidiary or (4iii) transfer any of its property or assets to an Issuer the Company or any other Restricted Subsidiary. (b) Section 5.13(a) shall . However, the preceding restrictions will not restrict any apply to the following encumbrances or restrictionsrestrictions existing under or by reason of: (1a) existing under, by reason of any encumbrance or with respect to this Indenture, the Credit Agreement and any other agreement restriction in effect on the Issue Date as in effect 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, extensionsrenewals, increases, supplements, refundings, refinancing, renewals replacements or replacements of such agreementsrefinancings thereof; provided, however, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancingreplacements or refinancings, renewals or replacements in the good faith judgment of the Company, are not materially no more restrictiverestrictive in any material respect, taken as a whole, than those in effect on the Issue Date; (2) existing under, by reason of or with respect to any such dividend or other Indebtedness of the 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 wholepayment restrictions, than those contained in customary comparable financings and will not impair in any material respect the Issuers’ and the Guarantors’ ability to make payments these agreements on the Notes and Guarantees thereof when dueIssue Date or refinancings thereof; (3b) existing any encumbrance or restriction which exists with respect to any Person or the an acquired property or assets of such Person acquired by an Issuer or any Restricted Subsidiary, existing in existence at the time of such acquisition and not Incurred in contemplation thereofpursuant to an agreement, which 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 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 becoming 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 acquisitionRestricted Subsidiary; (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; (6d) 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 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 other than the assets and property of such Subsidiary; and (7) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for 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 sale 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 disposition extended in the good faith judgment of the Capital Stock ofCompany; (e) customary provisions restricting subletting or assignment of any lease, contract, or property and assets of, such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending license of the closing of such sale or other disposition. (c) Nothing contained in this Section 5.13 shall prevent an Issuer Company or any Restricted Subsidiary from restricting or provisions in agreements that restrict the sale or other disposition assignment of property or assets of an Issuer such agreement 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 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.rights thereunder;

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, create directly or otherwise indirectly, cause or suffer to exist or become effective or enter into any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to: to (1i) pay dividends or make any other distributions permitted by applicable law on any its Capital Stock of such Restricted Subsidiary Interests owned by an the Issuer or any of its Restricted Subsidiaries; (2) Subsidiary or pay any Indebtedness Debt or other obligation owed to an the Issuer or any other Restricted Subsidiary; , (3ii) make loans or advances to an the Issuer or any other Restricted Subsidiary; or Subsidiary thereof or (4iii) transfer any of its property or assets to an the Issuer or any other Restricted Subsidiary. (b) Section 5.13(a) shall . However, the preceding restrictions will not restrict any apply to the following encumbrances or restrictionsrestrictions existing under or by reason of: (1a) existing under, by reason of any encumbrance or with respect to this Indenture, the Credit Agreement and any other agreement restriction in effect existence on the Issue Date as in effect on the Issue Date, and any amendments, modifications, restatements, extensionsrenewals, restructurings, increases, supplements, refundings, refinancingreplacements or refinancings thereof, renewals or replacements of such agreements; provided, however, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, extensionsrenewals, restructurings, increases, supplements, refundings, refinancingreplacement or refinancings, renewals or replacements in the good faith judgment of the Issuer, are not materially no more restrictive, taken as a whole, than those in effect on the Issue Date; (2) existing under, by reason of or with respect to any such dividend or other Indebtedness of the Issuers or their Restricted Subsidiaries permitted under this Indenture; provided, however, that the Issuers have determined in good faith that the encumbrances and payment 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 these agreements on the Notes and Guarantees thereof when dueIssue Date or refinancings thereof; (3b) existing with respect any encumbrance or restriction pursuant to an agreement relating to an acquisition of property or assets, so long as the encumbrances or restrictions in any Person or such agreement relate solely to the property or assets 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 Issuer 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 acquired by an Issuer or any becoming a Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are 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 acquired and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements thereof; provided, however, that long as the encumbrances and restrictions contained in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements refinancing agreement are entered into no less favorable in any material respect to the ordinary course of business or not materially more restrictive, taken as a whole, Holders than those the encumbrances and restrictions contained in the instruments agreements governing the Debt being renewed, refunded, replaced, refinanced or agreements with respect to such Person or its property or assets as extended in effect on the date good faith judgment of such acquisitionthe Board of Directors of the Issuer; (4e) existing under, by reason of customary provisions restricting subletting 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 tocontract, or Lien on, any property or assets license of an the Issuer or any Restricted Subsidiary not otherwise prohibited by this Indenture, (iii) existing under, by reason or provisions in agreements that restrict the assignment 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 such agreement or any Restricted Subsidiary in any manner material to an Issuer and its Restricted Subsidiaries taken as a wholerights thereunder; (6f) 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 such Subsidiary is a party to applicable law, rule, regulation 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 order; (g) any such encumbrance or restriction does not extend to under a Credit Facility permitted under this Indenture, this Indenture, the Notes and the Note Guarantees; (h) any encumbrance or restriction imposed under any agreement for the sale of assets or property of pending the Issuers or any other Restricted Subsidiary other than the assets and property closing of such Subsidiary; and (7) with respect to a Restricted Subsidiary and imposed pursuant to an sale, including, without limitation, any agreement that has been entered into for the sale or other disposition of the Capital Stock of, or property and assets of, such a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the closing of such its sale or other disposition.; (ci) Nothing restrictions on cash and other deposits or net worth imposed by customers under contracts entered into the ordinary course of business; (j) Purchase Money Debt (including Capital Lease Obligations) incurred in compliance with Section 4.9 for property acquired in the ordinary course of business that imposes restrictions on that property of the nature described in clause (iii) of the first paragraph hereof; (k) Liens securing, and other restrictions contained in agreements governing, Debt otherwise permitted to be incurred under this Indenture, including the provisions of Section 5.13 shall prevent an Issuer 4.12; (l) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements otherwise permitted by this Indenture and entered into with the approval of the Issuer’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and (m) any Restricted Non-Recourse Receivable Subsidiary from restricting the sale Indebtedness or other disposition contractual requirements of property or assets of an Issuer or any of its Restricted Subsidiaries a Receivable Subsidiary 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 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 is a Restricted Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to other Indebtedness incurred by such Restricted Receivable Subsidiary shall not be deemed a restriction on or the ability receivables and related assets described in the definition of “Qualified Receivables Transaction” which are subject to make loans or advancessuch Qualified Receivables Transaction.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers shall not, and shall not permit any of their Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by an Issuer or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer or any other of its Restricted SubsidiarySubsidiaries; (3) make loans or advances to an Issuer or any other of its Restricted SubsidiarySubsidiaries; or (4) transfer its property or assets to an Issuer or any other of its Restricted SubsidiarySubsidiaries. (b) Section 5.13(a4.13(a) shall not restrict any encumbrances or restrictions: (1) existing under, by reason of or with respect to this Indenture, the 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 Issuers or their Restricted Subsidiaries permitted under this Indenture; provided, however, that the Issuers 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 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 of its Restricted SubsidiarySubsidiaries, 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 acquisitionacquisition 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 5.13(a)(44.13(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 an Issuer Parent or any of its Restricted Subsidiary Subsidiaries in any manner material to an Issuer Parent and its Restricted Subsidiaries taken as a whole; (69) any encumbrance or restriction with respect to a Restricted Subsidiary that is a Subsidiary Guarantor which 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 other than the assets and property of such Subsidiary; and (710) 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 4.13 shall prevent an Issuer Parent or any Restricted Subsidiary from restricting the sale or other disposition of property or assets of an Issuer 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 5.134.13, (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 Issuers shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, create directly or otherwise indirectly, cause or suffer to exist or 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 such Restricted Subsidiary to: to (1i) pay dividends or make any other distributions permitted on its Capital Interests owned by applicable law on the Company or any Capital Stock of such Restricted Subsidiary owned by an Issuer or pay any Debt or other obligation owed to the Company or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer or any other Restricted Subsidiary; , (3ii) make loans or advances to an Issuer the Company or any other Restricted Subsidiary; or Subsidiary thereof or (4iii) transfer any of its property or assets to an Issuer the Company or any other Restricted Subsidiary.. However, the preceding restrictions will not apply to the following encumbrances or restrictions (including those existing under or by reason of): (ba) Section 5.13(a) shall not restrict any encumbrances encumbrance or restrictions: (1) existing under, by reason of or with respect to this Indenture, the Credit Agreement and any other agreement restriction in effect on the Issue Date as in effect 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, extensionsrenewals, increases, supplements, refundings, refinancingreplacements, renewals or replacements refinancings, of such agreements; providedany of the foregoing agreements or documents, however, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancingreplacements or refinancings, renewals or replacements in the good faith judgment of the Company, are not materially no more restrictiverestrictive in any material respect, taken as a whole, than those in effect on the Issue Date; (2) existing under, by reason of or with respect to any such dividend or other Indebtedness of the Issuers or their Restricted Subsidiaries permitted under this Indenture; provided, however, that the Issuers have determined in good faith that the encumbrances and payment 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 these agreements on the Notes and Guarantees thereof when dueIssue Date or refinancings thereof; (3b) existing with respect to any Person encumbrance or the property or assets of such Person acquired by an Issuer or any Restricted Subsidiary, restriction existing at the time of such the acquisition and not Incurred in contemplation thereofof property, which 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 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 acquired long as such encumbrances and restrictions contained in any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements thereof; provided, however, that 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, contract, or license of the Company or any Restricted Subsidiary or provisions in agreements that restrict the assignment of such amendmentsagreement or any rights thereunder; (f) any encumbrance or restriction by reason of applicable law, modificationsrule, restatementsregulation or order; (g) any encumbrance or restriction under this Indenture, extensionsthe Notes and the Note Guarantees; (h) any encumbrance or restriction in connection with the sale of assets or Capital Interest, increasesincluding, supplementswithout limitation, refundings, refinancing, renewals any agreement for the sale or replacements are other disposition of 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 direct or indirect customers or suppliers under contracts entered into in the ordinary course of business business; (j) encumbrances or not materially more restrictive, taken as a whole, than those contained in the instruments or agreements restrictions that are customary provisions with respect to such Person the disposition or its distribution of assets or property or assets as in effect on the date of such acquisition; (4) existing under, by reason of or with respect to provisions in joint ventureventure agreements, operating or asset sale agreements, stock sale agreements, sale leaseback agreements and other similar agreements; (5k) encumbrances and restrictions under any instrument governing Debt or Capital Interests of a Person acquired by the Company or any of the Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Capital Interests were incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Section 5.13(a)(4):Debt, such Debt was permitted by the terms of this Indenture to be Incurred; (il) that restrict encumbrances and restrictions arising in a customary manner the subletting, assignment or transfer respect 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 (including Capital Lease Obligations) for property acquired in the ordinary course of business or (2) capital leases or operating leases that impose to the extent such restrictions and encumbrances or restrictions on apply to the property so acquired or covered thereby, or(and proceeds thereof) and are of the nature described in clause (iii) of the first paragraph of this Section 4.8; (ivm) arising Liens securing Debt or agreed other obligations otherwise permitted to in be Incurred under this Indenture, including pursuant to Section 4.12, that limit the ordinary course right of business, not the debtor to dispose of the assets subject to such Liens; (n) encumbrances or restrictions relating to any Indebtedness, and that do not, individually Non-Recourse Receivable Subsidiary Indebtedness or in the aggregate, detract from the value other contractual requirements 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 Receivable Subsidiary that is a Guarantor which was previously an Unrestricted Restricted Subsidiary pursuant to or by reason of an agreement that such Subsidiary is in connection with a party to or entered into before the date on which such Subsidiary became a Restricted SubsidiaryQualified Receivables Transaction; provided that such agreement was not entered into restrictions apply only to such Receivable Subsidiary or the accounts receivable and other financial assets described in anticipation the definition of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any Qualified Receivables Transaction which are subject to such encumbrance or restriction does not extend to any assets or property of the Issuers or any other Restricted Subsidiary other than the assets and property of such SubsidiaryQualified Receivables Transaction; and (7o) 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 a any Restricted Subsidiary and imposed pursuant than those in effect on the Issue Date with respect 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 pursuant to agreements in effect on the closing of such sale or other disposition. (c) Issue Date. Nothing contained in this Section 5.13 4.8 shall prevent an Issuer the 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 an Issuer the Company or any of its Restricted Subsidiaries that secure Indebtedness Debt of the Issuers Company or any of their its Restricted Subsidiaries. For purposes of determining compliance Subsidiaries Incurred in accordance with this Section 5.13, (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 4.9 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 advancesSection 4.12 hereof.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to: (1) pay dividends or make any other distributions permitted by applicable law on any its Capital Stock of such Restricted Subsidiary owned by an Issuer to the Company or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer or any other Restricted Subsidiary; (3) make loans or advances to an Issuer or any other Restricted Subsidiary; or (4) transfer its property or assets to an Issuer or any other Restricted Subsidiary. (b) Section 5.13(a) shall not restrict any encumbrances or restrictions: (1) existing under, by reason of or with respect to this Indenture, the 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 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 Issue Date; (2) existing under, by reason of or with respect to any other Indebtedness of the Issuers interest 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 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 toparticipation in, or Lien onmeasured by, 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 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 other than the assets and 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 ofprofits, or property and assets of, such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending pay any Indebtedness owed to 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 Company or any of its Restricted Subsidiaries Subsidiaries; provided 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 Preferred Stock 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 Stock; (2) the subordination of make loans or advances made to the Company or any of its Restricted Subsidiaries; or (3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of: (i) agreements governing Existing Indebtedness as 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; (ii) the Notes Documents; (iii) agreements governing Indebtedness incurred in compliance with Section 4.08 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions contained therein, taken as a whole, are not materially more restrictive than those contained in the Notes Documents, in each case, as then in effect; (iv) the agreements governing the Senior Credit Facility and any Indebtedness evidencing Permitted Debt described in clause (15) thereof; provided that the encumbrances or restrictions contained therein, taken as a whole, are, in the good faith judgment of the Board of Directors of the Company, no more materially restrictive with respect to such encumbrances and restrictions than those customary in comparable financings (as determined by the Board of Directors of the Company); (v) applicable law, rule, regulation or order; (vi) 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; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; (vii) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (viii) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph; (ix) any agreement for the sale or other disposition of a Restricted Subsidiary to other Indebtedness incurred that restricts distributions by such that Restricted Subsidiary shall pending the sale or other disposition; (x) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced (as determined in good faith by the Board of Directors of the Company); (xi) Liens permitted to be deemed a restriction incurred under Section 4.15 that limit the right of the debtor to dispose of the assets subject to such Liens; (xii) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into (a) in the ordinary course of business or (b) with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and (xiii) restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the ability to make loans or advancesordinary course of business.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers shall notNeither FelCor LP nor FelCor shall, and neither FelCor LP nor FelCor shall not permit any of their respective Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to: (1i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by an Issuer FelCor LP or FelCor or any of its their respective Restricted Subsidiaries;, (2ii) pay any Indebtedness owed to an Issuer FelCor LP, FelCor or any other Restricted Subsidiary;, (3iii) make loans or advances to an Issuer FelCor LP, FelCor or any other Restricted Subsidiary; , or (4iv) transfer its property or assets to an Issuer FelCor LP, FelCor or any other Restricted Subsidiary. (b) Section 5.13(a) . The foregoing provisions shall not restrict any encumbrances or restrictions: (1) existing under, by reason of or with respect to on the Closing Date as set forth in this Indenture, the Credit Agreement Indenture and any other agreement in effect on the Issue Date as in effect on the Issue Closing Date, and any amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancingrefinancings, renewals or replacements of such agreements; provided, however, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancingrefinancings, renewals or replacements replace ments are not materially more restrictive, taken as a whole, no less favorable in any material respect to the Holders than those encumbrances or restrictions that are then in effect on the Issue Dateand that are being extended, refinanced, renewed or replaced; (2) existing under, under or by reason of or with respect to any other Indebtedness of the 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 dueapplicable law; (3) existing with respect to any Person or the property or assets of such Person acquired by an Issuer FelCor LP, FelCor or any Restricted Subsidiary, existing at the time of such acquisition and not Incurred 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 acquisitionacquired; (4) existing under, by reason of or with respect to provisions in joint venture, operating or similar agreements; (5) in the case of clause (iv) of the first paragraph of this Section 5.13(a)(4):4.05, (iA) 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, (iiB) 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 FelCor LP, FelCor 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 (ivC) 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 FelCor LP, FelCor or any Restricted Subsidiary in any manner material to an Issuer FelCor LP, FelCor and its their respective 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 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 other than the assets and property of such Subsidiary; and (75) with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the closing of such sale or other disposition.Subsidiary; or (c6) 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 materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined by FelCor LP and FelCor), and (B) each of FelCor LP and FelCor determines that any such encumbrance or restriction will not materially affect such Persons’ ability to make principal or interest payments on the Notes. Nothing contained in this Section 5.13 4.05 shall prevent an Issuer FelCor LP, FelCor or any Restricted Subsidiary from from: (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in Section 4.09, or (2) restricting the sale or other disposition of property or assets of an Issuer FelCor LP or FelCor or any of its their respective Restricted Subsidiaries that secure Indebtedness of the Issuers FelCor LP, FelCor or any of their respective Restricted Subsidiaries. For purposes of determining compliance with this Section 5.13, (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 Issuers shall not, and shall not permit any of their Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary to: (1i) pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by an Issuer or any of its Restricted Subsidiaries; (2ii) pay any Indebtedness owed to an Issuer or any other of its Restricted SubsidiarySubsidiaries; (3iii) make loans or advances to an Issuer or any other of its Restricted SubsidiarySubsidiaries; or (4iv) transfer its property or assets to an Issuer or any other of its Restricted SubsidiarySubsidiaries. (b) Section 5.13(a4.13(a) shall not restrict any encumbrances or restrictions: (1i) existing under, by reason of or with respect to this Indenture, the 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; (2ii) existing under, by reason of or with respect to any other Indebtedness of the Issuers or their Restricted Subsidiaries permitted under this Indenture; provided, however, that the Issuers have 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 and Guarantees thereof when due; (3iii) existing with respect to any Person or the property or assets of such Person acquired by an Issuer or any of its Restricted SubsidiarySubsidiaries, 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 acquisitionacquisition as determined by such Person in good faith (which determination will be conclusive and binding absent manifest error); (4iv) existing under, by reason of or with respect to provisions in joint venture, operating or similar agreements; (5v) existing under, by reason of or with respect to, this Indenture, the Notes or the Guaranties; (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 5.13(a)(44.13(a)(iv): (i1) 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, (ii2) 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, (iii3) 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 (iv4) 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 Parent or any of its Restricted Subsidiary Subsidiaries in any manner material to an Issuer Parent and its Restricted Subsidiaries taken as a whole; (6ix) any encumbrance or restriction with respect to a Restricted Subsidiary that is a Subsidiary Guarantor which 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 other than the assets and property of such Subsidiary; and; (7x) 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; (xi) contained in any license, permit or other accreditation with a regulatory authority entered into in the ordinary course of business; (xii) 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 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 whole, to the holders than those encumbrances or restrictions that are being extended, refinanced, renewed or replaced. (c) Nothing contained in this Section 5.13 4.13 shall prevent an Issuer Parent or any Restricted Subsidiary from restricting the sale or other disposition of property or assets of an Issuer 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 5.134.13, (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 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 Issuers shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, create directly or otherwise indirectly, cause or suffer to exist or 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 such Restricted Subsidiary to: to (1) pay dividends or make any other distributions permitted on its Capital Interests owned by applicable law on the Company or any Capital Stock of such Restricted Subsidiary owned by an Issuer or pay any Debt or other obligation owed to the Company or any Restricted Subsidiary, (2) make loans or advances to the Company or any Restricted Subsidiary or (3) sell, lease or transfer any of its property or assets to the Company or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer or any other Restricted Subsidiary; (3) make loans or advances to an Issuer or any other Restricted Subsidiary; or (4) transfer its property or assets to an Issuer or any other Restricted Subsidiary. (b) Section 5.13(a4.08(a) hereof shall not restrict any apply to the following encumbrances or restrictionsrestrictions existing under or by reason of: (1) existing under, by reason of any encumbrance or with respect to this Indenture, the Credit Agreement and any other agreement restriction in effect on the Issue Date as in effect existence on the Issue Date, including those required by the Credit Agreement and any amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancingreplacements, renewals or replacements of such agreements; providedrefinancings thereof, however, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancingreplacement or refinancings, renewals or replacements in the good faith judgment of the Company, are not materially no more restrictive, taken as a whole, with respect to such dividend or other payment restrictions than those contained in effect these agreements on the Issue DateDate or refinancings thereof; (2) existing underany encumbrance or restriction pursuant to an agreement relating to an acquisition of property, by reason 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 respect to any other Indebtedness of the 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 dueacquisition thereof); (3) existing any encumbrance or restriction which exists with respect to any a Person that becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary of the property Company on or assets 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 acquired by an Issuer or any becoming a Restricted Subsidiary, existing at the time of such acquisition and not Incurred in contemplation thereof, which encumbrances or restrictions are 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 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 becoming 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 acquisitionRestricted Subsidiary; (4) existing underany 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 clauses (1) through (3) of this Section 4.08(b), 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; (5) customary provisions restricting subletting or assignment of any 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; (6) any 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 on the sale of assets or Capital Interests, including, without limitation, any agreement for the sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary, pending its sale or other disposition; (9) restrictions on cash and other deposits or net worth imposed by customers under contracts entered into the ordinary course of business; (10) customary provisions with respect to provisions the disposition or distribution of assets or property in joint ventureJoint Venture agreements, operating or partnership agreements, asset sale agreements, stock sale agreements, sale leaseback agreements and other similar agreements; (511) any instrument governing Debt or Capital Interests of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Capital Interests was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Section 5.13(a)(4):Debt, such Debt was permitted by the terms of this Indenture to be incurred; (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 (112) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business or (2) capital leases or operating leases that impose encumbrances or restrictions on the that property so acquired or covered thereby, or of the nature described in clause (iv3) 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 wholeSection 4.08(a) hereof; (613) any encumbrance or restriction with respect Liens securing Debt otherwise permitted to a Restricted Subsidiary be incurred under this Indenture, including the provisions of Section 4.12 hereof that is a Guarantor 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 limit 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 right of the Issuers or any other Restricted Subsidiary other than debtor to dispose of the assets and property of subject to such SubsidiaryLiens; and (714) 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 a any Restricted Subsidiary and imposed pursuant than those in effect on the Issue Date with respect 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 pursuant to agreements in effect on the closing of such sale or other dispositionIssue Date. (c) Nothing contained in this Section 5.13 4.08 shall prevent an Issuer the Company or any Restricted Subsidiary from (1) creating, incurring, assuming or suffering to exist any Liens otherwise permitted by Section 4.12 hereof or (2) restricting the sale or other disposition of property or assets of an Issuer the Company or any of its Restricted Subsidiaries that secure Indebtedness Debt of the Issuers Company or any of their its Restricted Subsidiaries. For purposes of determining compliance Subsidiaries Incurred in accordance with this Section 5.13, (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 Sections 4.09 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 advances4.12 hereof.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary of the Company or the Company to: (1a) (i) pay dividends or make any other distributions permitted by applicable law 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 owned by an Issuer or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer or any other Restricted Subsidiary; (3b) make loans or advances to an Issuer the Company or any other of its Restricted Subsidiaries that directly or indirectly own any Capital Stock of such Restricted Subsidiary; or (4c) transfer any of its property properties or assets to an Issuer the Company or any other of its Restricted Subsidiaries that directly or indirectly own any Capital Stock of such Restricted Subsidiary. (b) Section 5.13(a) shall not restrict any ; except for such encumbrances or restrictionsrestrictions existing under or by reason of: (1i) existing under, by reason of or with respect to this Indenture, the Credit Agreement Existing Indebtedness and any other agreement in effect on the Issue Date as in effect on the Issue Closing Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, PROVIDED that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are 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 amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancingreplacements or refinancings thereof or any other Credit Facility, renewals or replacements of such agreements; provided, however, PROVIDED that the encumbrances and restrictions in any such amendments, modifications, restatements, extensionsrenewals, increases, supplements, refundings, refinancing, renewals replacement or replacements refinancings or such other Credit Facility are not materially 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 Issue Closing Date; (2iii) existing under, by reason of or with respect to any other Indebtedness of the 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 dueAgreement; (3iv) existing any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred or Capital Stock issued in connection with respect or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person 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 Person acquired Indebtedness was permitted by an Issuer or any Restricted Subsidiary, existing at the time terms of such acquisition and not Incurred the Indenture to be incurred; (v) by reason of customary non-assignment provisions 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 leases entered into in the ordinary course of business; (vi) purchase money obligations for property acquired in the ordinary course of business or not materially 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 instruments or agreements with respect to such Person or its property or assets as in effect on governing the date of such acquisitionIndebtedness being refinanced; (4ix) existing under, by reason restrictions imposed on the obligor of or with respect to provisions in joint venture, operating or similar agreementsany Permitted Vehicle Indebtedness; (5x) 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 any Specified Financing Subsidiary pursuant to the property so acquired or covered thereby, or (iv) arising or agreed to in terms of 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 wholeCustomer Lease Financing Loans under which it is obligated; (6xi) 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 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 other than the assets and 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 all or substantially all the Capital Stock of, or property and assets of, of such Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the closing of such sale or other disposition.; (cxii) Nothing contained in this Section 5.13 shall prevent an Issuer any restriction or encumbrance consisting of any Restricted Subsidiary from restricting restriction on the sale or other disposition of assets or property securing Indebtedness as a result of a Lien permitted to be Incurred under this Agreement on such asset or assets property; (xiii) customary provisions restricting dispositions of an Issuer real property interests set forth in any reciprocal easement agreements of the Company or any of its Restricted Subsidiary; (xiv) restrictions on Foreign Subsidiaries that secure pursuant to arrangements governing Indebtedness of such Foreign Subsidiaries permitted pursuant to the Issuers covenant described under Section 6.3 hereof; and (xv) encumbrances or restrictions arising or existing by reason of applicable law or any of their Restricted Subsidiaries. For purposes of determining compliance with this Section 5.13applicable rule, (1) the priority of any Preferred Stock in receiving dividends regulation or liquidating distributions prior to distributions being paid on common stock shall not be deemed a restriction order, including, without limitation, restrictions on the ability to make distributions on Capital Stock and (2) the subordination payment of loans or advances made to a Restricted Subsidiary to other Indebtedness incurred by such Restricted Subsidiary shall not be deemed a restriction dividends on the ability to make loans Company's insurance Subsidiaries imposed by federal or advancesstate government regulations.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers shall Issuer will not, and shall will not permit any Restricted Subsidiaries Subsidiary to, create or otherwise cause or suffer permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Restricted Subsidiary toto : (1) pay dividends or make any other distributions permitted by applicable law on any its Capital Stock of such Restricted Subsidiary owned by an (or with respect to any other interest or participation in, or measured by, its profits) to the Issuer or any Restricted Subsidiary (it being understood that the priority of its Restricted Subsidiariesany Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock); (2) pay any Indebtedness owed to an the Issuer or any other Restricted Subsidiary; (3) make loans or advances to an the Issuer or any 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 SubsidiarySubsidiary shall not be deemed a restriction on the ability to make loans or advances); or (4) transfer any of its property properties or assets to an the Issuer or any other Restricted Subsidiary. (b) Section 5.13(a4.11(a) shall will not restrict any apply to encumbrances or restrictions: (1) existing under, by reason of or with respect to this Indenture, the Credit Agreement and any other agreement set forth in agreements in effect at or entered into 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 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 Issue Effective Date; (2) set forth in this Indenture, the Notes and the Note Guarantees; (3) existing under, under or by reason of applicable law, rule, regulation, order, approval, license, permit or with respect similar restriction; (4) (a) set forth in agreements governing Indebtedness permitted to any other Indebtedness be incurred under Section 4.03; provided that, in the judgment of the Issuers Company, any such encumbrance or their Restricted Subsidiaries permitted restriction will not materially impair the Issuer’s ability to make payments under this Indenture; provided, however, that the Issuers have Notes when due (as determined in good faith by senior management or the Board of Directors of the Issuer) and (b) set forth in agreements governing Permitted Refinancing Indebtedness; provided that the encumbrances and restrictions contained set forth in the agreement or agreements governing the other such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a wholewhole (as reasonably determined in good faith by senior management or the Board of Directors of the Issuer), than those contained in customary comparable financings and will not impair in any material respect the Issuers’ and agreements governing the Guarantors’ ability to make payments on the Notes and Guarantees thereof when dueIndebtedness being refinanced; (35) existing with respect to any Person or the property or assets of such a Person acquired by an the Issuer or any Restricted Subsidiary, Subsidiary existing at the time of such acquisition and not Incurred incurred in connection with or in contemplation thereofof such acquisition, which encumbrances encumbrance or restrictions are restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of any the Person other than such Person or the property or assets of such Person and its Subsidiaries, 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 acquisitionacquired; (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): (i6) 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,; (ii7) 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 the Issuer or any Restricted Subsidiary not otherwise prohibited by this Indenture,; (iii8) Liens permitted to be incurred under the provisions of Section 4.06; (9) existing 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; (110) purchase money obligations for property acquired 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 business; (11) arising pursuant to contractual requirements of a Securitization Special Purpose Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Special Purpose Entity; (12) 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 agreement governing Purchase Money Indebtedness, security agreements or (2) capital leases mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or operating leases that impose encumbrances or restrictions on restriction restricts the transfer of the property so acquired subject to such Capital Lease Obligation, Purchase Money Indebtedness, security agreements or covered thereby, ormortgages; (iv14) any encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do does not, individually or in the aggregate, materially detract from the value of the property or assets of an Issuer or any Restricted Subsidiary in any manner material to an the Issuer and its the Restricted Subsidiaries Subsidiaries, taken as a 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 (615) arising under any encumbrance amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restriction with respect to a Restricted Subsidiary that is a Guarantor which was previously an Unrestricted Subsidiary pursuant to or by reason refinancing of an agreement that such Subsidiary is a party or arrangement referred to in clause (1), (2), (4), (5) or entered into before the date on which such Subsidiary became a Restricted Subsidiary(13) of this Section 4.11(b); provided that such agreement was amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is not entered into materially more restrictive, as reasonably determined in anticipation good faith by senior management or the Board of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property Directors of the Issuers or any other Restricted Subsidiary other than the assets and property of such Subsidiary; and (7) Issuer, with respect to such encumbrances and other restrictions taken as 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 Preferred Stock in receiving dividends or liquidating distributions whole than those 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 such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement 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 advancesrefinancing.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuers Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction of any kind on the ability of any such Restricted Subsidiary of Parent to: (1a) pay dividends or make any other distributions permitted by applicable law to Parent or any of its Restricted Subsidiaries on its Capital Stock; (b) pay any Capital Stock of such Restricted Subsidiary owned by an Issuer Indebtedness owed to Parent or any of its Restricted Subsidiaries; (2) pay any Indebtedness owed to an Issuer or any other Restricted Subsidiary; (3c) make loans or advances to an Issuer Parent or any other of its Restricted SubsidiarySubsidiaries; or (4d) transfer Transfer any of its property properties or assets to an Issuer Parent or any other of its Restricted Subsidiary. (b) Section 5.13(a) shall not restrict any Subsidiaries, except for such encumbrances or restrictionsrestrictions existing under or by reason of any of the following: (1) existing under, by reason of or with respect to this IndentureExisting Indebtedness, the New Credit Agreement Facility 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 amendments or replacements of refinancings thereof; provided that such agreements; provided, however, that the encumbrances and restrictions in any such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals amendments or replacements refinancings are not materially more restrictive, taken as a whole, with respect to such encumbrances or restrictions than those contained in effect such Existing Indebtedness or the New Credit Facility, as the case may be, on the Issue Date; (2) existing under(a) this Indenture, the Notes, the Exchange Notes, and the Note Guarantees and (b) the 2015 Notes Indenture, the 2015 Notes, the 2015 Exchange Notes and the 2015 Note Guarantees; (3) applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by reason 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 with respect in contemplation of, such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other Indebtedness than the Person, or the assets of the Issuers 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 their 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 permitted 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 other deposits or net worth requirements imposed by customers under this Indenturecontracts entered into in the ordinary course of business; (9) Permitted Refinancing Indebtedness; provided, however, provided that the Issuers have determined in good faith that the encumbrances and restrictions contained in the agreement or agreements governing the other such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in customary comparable financings and will not impair either (i) the agreements governing the Indebtedness being refinanced or (ii) the New Credit Facility as in any material respect the Issuers’ and the Guarantors’ ability to make payments effect on the Notes and Guarantees thereof when dueIssue Date; (310) existing Non-Recourse Accounts Receivable Entity Indebtedness or other contractual requirements of an Accounts Receivable Entity in connection with respect a Qualified Receivables Transaction; provided that such restrictions apply only to any Person such Accounts Receivables Entity or the property or assets of such Person acquired by an Issuer or any Restricted Subsidiary, existing at receivables which are subject to 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 Qualified Receivables Transaction; (11) contractual encumbrances and restrictions in effect on the Issue Date, and any amendments thereof; provided that such amendments, modifications, restatements, extensions, increases, supplements, refundings, refinancing, renewals or replacements amendments are entered into in the ordinary course of business or not materially more restrictive, taken as a whole, than those 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 instruments 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 Restricted Subsidiary of Parent and any amendments thereof; provided that such amendments are not materially more restrictive, taken as a whole, with respect to such Person restrictions than those contained in such document or its property or assets agreement as in effect on the date of such acquisition;Issue Date; and (416) existing under, by reason Indebtedness of (y) Non-Guarantor Subsidiaries incurred pursuant to clause (1) or with respect (13) of subsection (b) of Section 4.09 and (z) an Issuer or any Guarantor incurred pursuant to provisions in joint venture, operating or similar agreements; Section 4.09; provided (5i) in the case of Section 5.13(a)(4): clause (iz) 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 above 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 therebyany Guarantor, 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 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 may exist only for so long as such Guarantor continues to Guarantee the Notes and (ii) in the case of clauses (y) and (z) above, the Board 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 case may be, will not extend to any assets or property impair the ability of the Issuers or any other Restricted Subsidiary other than the assets to make scheduled payments of interest and 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 Preferred Stock in receiving dividends or liquidating distributions prior to distributions being paid on common stock shall not be deemed a restriction principal on the ability to make distributions on Capital Stock Notes in each case as 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 advanceswhen due.